Executive’s Release. (a) Executive hereby forever releases and discharges the Company and its parents, affiliates, successors and assigns, as well as each of their respective past, present and future officers, directors, shareholders, members, managers, employees, agents and representatives (collectively, the “Company Released Parties”), from any and all claims, charges, complaints, liens, demands, causes of action, obligations, damages and liabilities, known or unknown, suspected or unsuspected, that Executive had, now has, or may hereafter claim to have against the Company Released Parties arising out of or relating in any way to Executive’s employment with, or resignation and termination from, the Company, from the beginning of time to the date Executive signs this Release (the “Executive’s Release”). (b) Executive’s Release specifically extends to, without limitation, any and all claims or causes of action as an officer, employee or shareholder of the Company or for wrongful termination, breach of an express or implied contract, including, without limitation, the Prior Agreement (as defined in the Settlement Agreement), interference with contractual relationships, breach of the covenant of good faith and fair dealing, breach of fiduciary duty, employment discrimination, including harassment, fraud, misrepresentation, defamation, slander, infliction of emotional distress, disability, loss of future earnings, and any claims under any applicable state, federal or local statutes and regulations, including, but not limited to, the Civil Rights Act of 1964, as amended, the Equal Pay Act of 1963, as amended, the Fair Labor Standards Act, as amended, the Americans with Disabilities Act of 1990, as amended (the “ADA”), the Rehabilitation Act of 1973, as amended, the Age Discrimination in Employment Act, as amended (“ADEA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Worker Adjustment and Retraining Notification Act, as amended (the “WARN Act”), the Family and Medical Leave Act, or any other federal or state laws relating to employment or employment discrimination, and any claims for attorneys’ fees and costs; provided, however, that Executive’s Release does not waive, release or otherwise discharge (i) any claim or cause of action that cannot legally be waived by private agreement between Executive and the Company, including, but not limited to, any claim for unpaid wages, workers’ compensation benefits or unemployment benefits; (ii) any claims or rights the Executive has with respect to any of the items described in the second paragraph of Section 3 of the Settlement Agreement; and (iii) any claim or cause of action to enforce any of Executive’s rights under the Settlement Agreement. (c) Except as specified in Paragraph 1(b), this Release means that Executive will not bring any claim whatsoever against the Company Released Parties arising out of or associated with Executive’s employment or the termination thereof, and this Release will bar any and all claims, causes of action, and obligations of any kind and nature whatsoever, initiated by Executive, or in which Executive is otherwise named as a party, against the Company Released Parties. Pursuant to this Release, unless excepted in Paragraph 1(b), Executive promises that he will never institute any claim or lawsuit whatsoever against the Company Released Parties for any reason arising out of his employment relationship or the termination thereof. The severance benefits provided under Section 2 of the Settlement Agreement are provided in exchange for Executive’s release and promise not to institute any such claim against the Company Released Parties.
Appears in 6 contracts
Samples: Settlement Agreement (Emclaire Financial Corp), Settlement Agreement (Emclaire Financial Corp), Settlement Agreement (Emclaire Financial Corp)
Executive’s Release. (a) In consideration of the promises and agreements set forth in the Change of Control Agreement, Executive does hereby forever releases for himself/herself and discharges the Company and its parentsfor his/her heirs, affiliatesexecutors, successors and assigns, as well as each of release and forever discharge the Company, its parents, subsidiaries, divisions, and affiliated businesses, direct or indirect, if any, together with its and their respective past, present and future officers, directors, shareholders, membersmanagement, managersrepresentatives, agents, employees, agents successors, assigns, and representatives attorneys, both known and unknown, in both their personal and agency capacities (collectively, “the “Company Released PartiesEntities”), ) of and from any and all claims, demands, damages, actions or causes of action, suits, claims, charges, complaints, lienscontracts, demandswhether oral or written, causes of action, obligations, damages and liabilities, known or unknown, suspected or unsuspected, that Executive had, now has, or may hereafter claim to have against the Company Released Parties arising out of or relating in any way to Executive’s employment with, or resignation and termination from, the Company, from the beginning of time to the date Executive signs this Release (the “Executive’s Release”).
(b) Executive’s Release specifically extends to, without limitation, any and all claims or causes of action as an officer, employee or shareholder of the Company or for wrongful termination, breach of an express or implied contractand promises, includingat law or in equity, without limitation, the Prior Agreement (as defined in the Settlement Agreement), interference with contractual relationships, breach of the covenant of good faith and fair dealing, breach of fiduciary duty, employment discriminationwhatsoever kind or nature, including harassment, fraud, misrepresentation, defamation, slander, infliction of emotional distress, disability, loss of future earnings, and any claims under any applicable state, federal or local statutes and regulations, including, but not limited toto any alleged violation of any state or federal anti-discrimination statutes or regulations, the including but not limited to Title VII of The Civil Rights Act of 1964, as amended, the Equal Pay Act of 1963, as amended, the Fair Labor Standards Act, as amended, the Americans with Disabilities Act of 1990, as amended (the “ADA”), the Rehabilitation Act of 1973, as amended, the Age Discrimination in Employment Act, as amended (“ADEA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Worker Adjustment and Retraining Notification Americans With Disabilities Act, as amended (the “WARN Age Discrimination in Employment Act”), the Family and Medical Leave Older Workers Benefit Protection Act, breach of any express or implied contract or promise, wrongful discharge, violation of public policy, or tort, all demands for attorney's fees, back pay, holiday pay, vacation pay, bonus, group insurance, any other federal or state laws relating to employment or employment discriminationclaims for reinstatement, all employee benefits and claims for money, out of pocket expenses, and any claims for attorneys’ fees and costs; providedemotional distress, howeverdegradation or humiliation, that Executive might now have or may subsequently have, whether known or unknown, suspected or unsuspected, by reason of any matter or thing, arising out of or in any way connected with, directly or indirectly, any acts or omissions of the Company or any of its directors, officers, shareholders, employees and/or agents arising out of Executive’s Release does not waive's employment and termination from employment that have occurred prior to and including the Effective Date of this Release, release or otherwise discharge except those matters specifically set forth herein and except for (i) any claim pension or cause of action retirement benefits that cannot legally be waived by private agreement between Executive may have vested on Executive's behalf and the Company, including, but not limited to, any claim for unpaid wages, workers’ compensation benefits or unemployment benefits; (ii) any claims or rights the claim Executive has may have with respect to any the Severance Benefits or the Change of the items described in the second paragraph of Section 3 of the Settlement Agreement; and (iii) any claim or cause of action to enforce any of Executive’s rights under the Settlement Control Agreement.
(c) Except as specified in Paragraph 1(b), this Release means that Executive will not bring any claim whatsoever against the Company Released Parties arising out of or associated with Executive’s employment or the termination thereof, and this Release will bar any and all claims, causes of action, and obligations of any kind and nature whatsoever, initiated by Executive, or in which Executive is otherwise named as a party, against the Company Released Parties. Pursuant to this Release, unless excepted in Paragraph 1(b), Executive promises that he will never institute any claim or lawsuit whatsoever against the Company Released Parties for any reason arising out of his employment relationship or the termination thereof. The severance benefits provided under Section 2 of the Settlement Agreement are provided in exchange for Executive’s release and promise not to institute any such claim against the Company Released Parties.
Appears in 4 contracts
Samples: Severance Agreement (Invacare Corp), Severance Agreement (Invacare Corp), Severance Agreement (Invacare Corp)
Executive’s Release. (a) Executive hereby forever releases and discharges the Company and its parents, affiliates, successors successors, and assigns, as well as each of their respective past, present present, and future officers, directors, shareholders, members, managers, employees, agents agents, attorneys, and representatives shareholders (collectively, the “Company Released Parties”), from any and all claims, charges, complaints, liens, demands, causes of action, obligations, damages damages, and liabilities, known or unknown, suspected or unsuspected, that Executive had, now has, or may hereafter claim to have against the Company Released Parties arising out of or relating in any way to Executive’s employment with, or resignation and termination from, the Company, from the beginning of time to the date Executive signs this Waiver and Release of Claims (the “Executive’s Release”).
(b) Executive’s Release specifically extends to, without limitation, any and all claims or causes of action as an officer, employee or shareholder of the Company or for wrongful termination, breach of an express or implied contract, including, without limitation, the Prior Agreement (as defined in the Settlement Employment Agreement), interference with contractual relationships, breach of the covenant of good faith and fair dealing, breach of fiduciary duty, employment discrimination, including harassment, fraud, misrepresentation, defamation, slander, infliction of emotional distress, disability, loss of future earnings, and any claims under any applicable state, federal federal, or local statutes and regulations, including, but not limited to, the Civil Rights Act of 1964, as amended, the Equal Pay Act of 1963, as amended, the Fair Labor Standards Act, as amended, the Americans with Disabilities Act of 1990, as amended (the “ADA”), the Rehabilitation Act of 1973, as amended, the Age Discrimination in Employment Act, as amended (“ADEA”), as amended, the Older Workers Benefit Protection Act, as amended, the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Worker Adjustment and Retraining Notification Act, as amended (the “WARN Act”), Section 806 of the Xxxxxxxx-Xxxxx Act, the Family and Medical Leave Act, as amended, and the California Family Rights Act, as amended, the California Fair Employment and Housing Act, as amended, and the California Labor Code or any other federal or state laws relating to employment or employment discrimination, and any claims for attorneys’ fees and costs (other than any claims arising under the Separation Agreement for attorneys’ fees or costs); provided, however, that Executive’s Release does not waive, release or otherwise discharge (i) any claim or cause of action that cannot legally be waived by private agreement between Executive and the Company, including, but not limited to, any claim for unpaid wages, workers’ compensation benefits or unemployment benefitsbenefits and any claims under Section 2802 of the California Labor Code; (ii) any rights to indemnification Executive may have under the Company’s Articles of Incorporation, Bylaws, the Separation Agreement, or separate indemnification agreement, as applicable, including any rights Executive may have under directors and officers insurance policies and rights or claims of contribution or rights the Executive has with respect to any advancement of the items described in the second paragraph of Section 3 of the Settlement Agreementexpenses; and (iii) any vested benefits provided under the terms of any employee benefit plan applicable to Executive; (iv) any claim or cause of action to enforce any of Executive’s rights under the Settlement Separation Agreement; or (v) any claim or cause of action based on Executive’s rights as a shareholder of the Company. In addition, Executive’s Release will not release, waive or discharge any rights or claims Executive may have that arise from actions or omissions after the Effective Date (as defined in Section 3).
(c) Except This release extends to any claims that may be brought on Executive’s behalf by any person or agency, as specified well as any class or representative action under which Executive may have any rights or benefits; Executive agrees not to accept any recovery or benefits under any such claim or action, and Executive assigns any such recovery or benefits to the Company. For the purpose of implementing a full and complete release, Executive understands and agrees that this Agreement is intended to include all claims, if any, which Executive may have and which Executive does not now know or suspect to exist in Paragraph 1(b), this Release means that Executive will not bring any claim whatsoever his favor against the Company Released Parties arising out of or associated with Executive’s employment or the termination thereof, and this Release will bar any and all Agreement extinguishes those claims, causes of action, and obligations of any kind and nature whatsoever, initiated by Executive, or in which Executive is otherwise named as a party, against the Company Released Parties. Pursuant to this Release, unless excepted in Paragraph 1(b)Accordingly, Executive promises that he will never institute any claim or lawsuit whatsoever against the Company Released Parties for any reason arising out of his employment relationship or the termination thereof. The severance benefits provided under expressly waives all rights afforded by Section 2 1542 of the Settlement Agreement are provided Civil Code of the State of California (“Section 1542”) and any similar statute or regulation in exchange for Executive’s release and promise not to institute any such claim against the Company Released Parties.other applicable jurisdiction. Section 1542 states as follows:
Appears in 2 contracts
Samples: Separation and General Release Agreement (Warren Resources Inc), Separation and General Release Agreement (Hewlett Packard Co)
Executive’s Release. (ai) In exchange for the consideration described in Sections 2, 3 and 4 above, Executive hereby forever releases and discharges the Company and its parents, affiliates, successors successors, and assigns, as well as each of their respective past, its past and present and future officers, directors, shareholders, members, managers, employees, agents agents, attorneys, and representatives shareholders (collectively, the “Company Released Parties”), from any and all claims, charges, complaints, liens, demands, causes of action, obligations, damages damages, and liabilities, known or unknown, suspected or unsuspected, that Executive had, now has, or may hereafter claim to have against the Company Released Parties arising out of or relating in any way to Executive’s employment with, or resignation and termination from, the Company, or otherwise relating to any of the Company Released Parties from the beginning of time to the date Executive signs this Release Effective Date (the “Executive’s Release”).
(b) . Executive’s Release specifically extends to, without limitation, any and all claims or causes of action as an officer, employee or shareholder of the Company or for wrongful termination, breach of an express or implied contract, including, without limitation, the Prior Agreement (as defined in the Settlement Agreement), interference with contractual relationships, breach of the covenant of good faith and fair dealing, breach of fiduciary duty, employment discrimination, including harassment, fraud, misrepresentation, defamation, slander, infliction of emotional distress, disability, loss of future earnings, and any claims under any applicable state, federal federal, or local statutes and regulations, including, but not limited to, the Civil Rights Act of 1964, as amended, the Equal Pay Act of 1963, as amended, the Fair Labor Standards Act, as amended, the Americans with Disabilities Act of 1990, as amended (the “ADA”), the Rehabilitation Act of 1973, as amended, the Age Discrimination in Employment Act, as amended (“ADEA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Worker Adjustment and Retraining Notification Act, as amended (the “WARN Act”), Section 806 of the Xxxxxxxx-Xxxxx Act, the Xxxx-Xxxxx Act, the Family and Medical Leave Act, or any other federal or state laws relating to employment or employment discriminationas amended, and any claims for attorneys’ fees the California Family Rights Act, as amended, the California Fair Employment and costsHousing Act, as amended and California Labor Code Section 1400 et seq.; provided, however, that Executive’s this Release does not waive, release or otherwise discharge (i) any claim or cause of action arising from a breach by the Company of this Agreement or that cannot legally be waived by private agreement between Executive and the Companywaived, including, but not limited to, any claim for unpaid wages, workers’ compensation benefits, unemployment benefits and any claims for indemnification under applicable law or unemployment benefits; the Indemnification Agreement (defined in Section 12, below).
(ii) any claims For the purpose of implementing a full and complete release, Executive understands and agrees that this Agreement is intended to include all claims, if any, which Executive may have and which Executive does not now know or rights the Executive has with respect suspect to any of the items described exist in the second paragraph of Section 3 of the Settlement Agreement; and (iii) any claim or cause of action to enforce any of Executive’s rights under the Settlement Agreement.
(c) Except as specified in Paragraph 1(b), this Release means that Executive will not bring any claim whatsoever his favor against the Company Released Parties arising out of or associated with Executive’s employment or the termination thereof, and this Release will bar any and all Agreement extinguishes those claims, causes of action, and obligations of any kind and nature whatsoever, initiated by Executive, or in which Executive is otherwise named as a party, against the Company Released Parties. Pursuant to this Release, unless excepted in Paragraph 1(b)Accordingly, Executive promises that he will never institute any claim or lawsuit whatsoever against the Company Released Parties for any reason arising out of his employment relationship or the termination thereof. The severance benefits provided under expressly waives all rights afforded by Section 2 1542 of the Settlement Agreement are provided Civil Code of the State of California (“Section 1542”) and any similar statute or regulation in exchange for Executive’s release and promise not to institute any such claim against the Company Released Parties.other applicable jurisdiction. Section 1542 states as follows:
Appears in 2 contracts
Samples: Separation Agreement (Hcp, Inc.), Separation Agreement (Hcp, Inc.)
Executive’s Release. (a) In consideration of the promises and agreements set forth in the Change of Control Agreement, Executive does hereby forever releases for himself or herself and discharges the Company and its parentsfor his or her heirs, affiliatesexecutors, successors and assigns, as well as each of release and forever discharge the Company, its parents, subsidiaries, divisions, and affiliated businesses, direct or indirect, if any, together with its and their respective past, present and future officers, directors, shareholders, membersmanagement, managersrepresentatives, agents, employees, agents successors, assigns, and representatives attorneys, both known and unknown, in both their personal and agency capacities (collectively, “the “Company Released PartiesEntities”), ) of and from any and all claims, demands, damages, actions or causes of action, suits, claims, charges, complaints, lienscontracts, demandswhether oral or written, causes of action, obligations, damages and liabilities, known or unknown, suspected or unsuspected, that Executive had, now has, or may hereafter claim to have against the Company Released Parties arising out of or relating in any way to Executive’s employment with, or resignation and termination from, the Company, from the beginning of time to the date Executive signs this Release (the “Executive’s Release”).
(b) Executive’s Release specifically extends to, without limitation, any and all claims or causes of action as an officer, employee or shareholder of the Company or for wrongful termination, breach of an express or implied contractand promises, includingat law or in equity, without limitation, the Prior Agreement (as defined in the Settlement Agreement), interference with contractual relationships, breach of the covenant of good faith and fair dealing, breach of fiduciary duty, employment discriminationwhatsoever kind or nature, including harassment, fraud, misrepresentation, defamation, slander, infliction of emotional distress, disability, loss of future earnings, and any claims under any applicable state, federal or local statutes and regulations, including, but not limited toto any alleged violation of any state or federal anti-discrimination statutes or regulations, the including but not limited to Title VII of The Civil Rights Act of 1964, as amended, the Equal Pay Act of 1963, as amended, the Fair Labor Standards Act, as amended, the Americans with Disabilities Act of 1990, as amended (the “ADA”), the Rehabilitation Act of 1973, as amended, the Age Discrimination in Employment Act, as amended (“ADEA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Worker Adjustment and Retraining Notification Americans With Disabilities Act, as amended (the “WARN Age Discrimination in Employment Act”), the Family and Medical Leave Older Workers Benefit Protection Act, breach of any express or implied contract or promise, wrongful discharge, violation of public policy, or tort, all demands for attorney’s fees, back pay, holiday pay, vacation pay, bonus, group insurance, any other federal or state laws relating to employment or employment discriminationclaims for reinstatement, all employee benefits and claims for money, out of pocket expenses, and any claims for attorneys’ fees and costs; providedemotional distress, howeverdegradation or humiliation, that Executive might now have or may subsequently have, whether known or unknown, suspected or unsuspected, by reason of any matter or thing, arising out of or in any way connected with, directly or indirectly, any acts or omissions of the Company or any of its directors, officers, shareholders, employees and/or agents arising out of Executive’s Release does not waiveemployment and termination from employment that have occurred prior to and including the Effective Date of this Release, release or otherwise discharge except those matters specifically set forth herein and except for (i) any claim pension or cause of action retirement benefits that cannot legally be waived by private agreement between Executive may have vested on Executive’s behalf and the Company, including, but not limited to, any claim for unpaid wages, workers’ compensation benefits or unemployment benefits; (ii) any claims or rights the claim Executive has may have with respect to any the Severance Benefits or the Change of the items described in the second paragraph of Section 3 of the Settlement Agreement; and (iii) any claim or cause of action to enforce any of Executive’s rights under the Settlement Control Agreement.
(c) Except as specified in Paragraph 1(b), this Release means that Executive will not bring any claim whatsoever against the Company Released Parties arising out of or associated with Executive’s employment or the termination thereof, and this Release will bar any and all claims, causes of action, and obligations of any kind and nature whatsoever, initiated by Executive, or in which Executive is otherwise named as a party, against the Company Released Parties. Pursuant to this Release, unless excepted in Paragraph 1(b), Executive promises that he will never institute any claim or lawsuit whatsoever against the Company Released Parties for any reason arising out of his employment relationship or the termination thereof. The severance benefits provided under Section 2 of the Settlement Agreement are provided in exchange for Executive’s release and promise not to institute any such claim against the Company Released Parties.
Appears in 2 contracts
Samples: Change of Control Severance Agreement (INVACARE HOLDINGS Corp), Change of Control Severance Agreement (INVACARE HOLDINGS Corp)
Executive’s Release. (a) Executive hereby forever releases and discharges the Company and its parents, affiliates, successors successors, and assigns, as well as each of their respective past, present present, and future officers, directors, shareholders, members, managers, employees, agents agents, attorneys, and representatives shareholders (collectively, the “Company Released Parties”), from any and all claims, charges, complaints, liens, demands, causes of action, obligations, damages damages, and liabilities, known or unknown, suspected or unsuspected, that Executive had, now has, or may hereafter claim to have against the Company Released Parties arising out of or relating in any way to Executive’s employment with, or resignation and termination from, the Company, from the beginning of time to the date Executive signs this Waiver and Release of Claims (the “Executive’s Release”).
(b) Executive’s Release specifically extends to, without limitation, any and all claims or causes of action as an officer, employee or shareholder of the Company or for wrongful termination, breach of an express or implied contract, including, without limitation, the Prior Agreement (as defined in the Settlement Agreement), interference with contractual relationshipsOffer Letter, breach of the covenant of good faith and fair dealing, breach of fiduciary duty, employment discrimination, including harassment, fraud, misrepresentation, defamation, slander, infliction of emotional distress, disability, loss of future earnings, and any claims under any applicable state, federal federal, or local statutes and regulations, including, but not limited to, the Civil Rights Act of 1964, as amended, the Equal Pay Act of 1963, as amended, the Fair Labor Standards Act, as amended, the Americans with Disabilities Act of 1990, as amended (the “ADA”), the Rehabilitation Act of 1973, as amended, the Age Discrimination in Employment Act, as amended (“ADEA”), as amended, the Older Workers Benefit Protection Act, as amended, the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Worker Adjustment and Retraining Notification Act, as amended (the “WARN Act”), Section 806 of the Xxxxxxxx-Xxxxx Act, the Family and Medical Leave Act, as amended, and the California Family Rights Act, as amended, the California Fair Employment and Housing Act, as amended, and the California Labor Code or any other federal or state laws relating to employment or employment discrimination, and any claims for attorneys’ fees and costs (other than any claims arising under the Separation Agreement for attorneys’ fees or costs); provided, however, that Executive’s Release does not waive, release or otherwise discharge (i) any claim or cause of action that cannot legally be waived by private agreement between Executive and the Company, including, but not limited to, any claim for unpaid wages, workers’ compensation benefits or unemployment benefitsbenefits and any claims under Section 2802 of the California Labor Code; (ii) any rights to indemnification Executive may have under the Company’s Articles of Incorporation, Bylaws, the Separation Agreement, or separate indemnification agreement, as applicable, including any rights Executive may have under directors and officers insurance policies and rights or claims of contribution or rights the Executive has with respect to any advancement of the items described in the second paragraph of Section 3 of the Settlement Agreementexpenses; and (iii) any vested benefits provided under the terms of any employee benefit plan applicable to Executive; (iv) any claim or cause of action to enforce any of Executive’s rights under the Settlement Separation Agreement; or (v) any claim or cause of action based on Executive’s rights as a shareholder of the Company. In addition, Executive’s Release will not release, waive or discharge any rights or claims Executive may have that arise from actions or omissions after the Effective Date (as defined in Section 3).
(c) Except This release extends to any claims that may be brought on Executive’s behalf by any person or agency, as specified well as any class or representative action under which Executive may have any rights or benefits; Executive agrees not to accept any recovery or benefits under any such claim or action, and Executive assigns any such recovery or benefits to the Company. For the purpose of implementing a full and complete release, Executive understands and agrees that this Agreement is intended to include all claims, if any, which Executive may have and which Executive does not now know or suspect to exist in Paragraph 1(b), this Release means that Executive will not bring any claim whatsoever his favor against the Company Released Parties arising out of or associated with Executive’s employment or the termination thereof, and this Release will bar any and all Agreement extinguishes those claims, causes of action, and obligations of any kind and nature whatsoever, initiated by Executive, or in which Executive is otherwise named as a party, against the Company Released Parties. Pursuant to this Release, unless excepted in Paragraph 1(b)Accordingly, Executive promises that he will never institute any claim or lawsuit whatsoever against the Company Released Parties for any reason arising out of his employment relationship or the termination thereof. The severance benefits provided under expressly waives all rights afforded by Section 2 1542 of the Settlement Agreement are provided Civil Code of the State of California (“Section 1542”) and any similar statute or regulation in exchange for Executive’s release and promise not to institute any such claim against the Company Released Parties.other applicable jurisdiction. Section 1542 states as follows:
Appears in 2 contracts
Samples: Separation and General Release Agreement (Warren Resources Inc), Separation and General Release Agreement (Warren Resources Inc)
Executive’s Release. (ai) Executive hereby forever releases knowingly and discharges voluntarily RELEASES, INDEMNIFIES, AND FOREVER DISCHARGES the Company and its parentsthe Company’s subsidiaries and affiliates, affiliatestogether with all of their respective past and present directors, managers, officers, partners, employees and attorneys, and each of their predecessors, successors and assigns, and any of the foregoing in their capacity as well as each a shareholder or agent of their respective past, present and future officers, directors, shareholders, members, managers, employees, agents and representatives the Company or its subsidiaries or affiliates (collectively, the “Company Released PartiesReleasees”), ) from any and all claims, charges, complaints, promises, agreements, controversies, liens, demands, causes of action, obligations, attorney’s fees, damages and liabilitiesliabilities of any nature whatsoever, known or unknown, suspected or unsuspected, that which Executive or his executors, administrators, successors or assigns ever had, now hashave, or may hereafter claim to have against any of the Company Released Parties Releasees by reason of any matter, cause or thing whatsoever, whether or not previously asserted before any state or federal court or before any state or federal agency or governmental entity, even if such act or omission is found to have been an INTENTIONAL ACT OR OMISSION, OR A NEGLIGENT ACT OR OMISSION by the Releasees, from the beginning of time to the Separation Date (the “Executive’s Release”); provided that nothing herein shall be deemed to release any of Executive’s right to enforce this Agreement.
(ii) The Executive’s Release includes, without limitation, any rights or claims arising out of or relating in any way to Executive’s employment with, by or resignation and termination from, the Company, separation from the beginning of time to the date Executive signs this Release (the “Executive’s Release”).
(b) Executive’s Release specifically extends to, without limitation, any and all claims or causes of action as an officer, employee or shareholder of the Company or for wrongful termination, breach of an express or implied contract, including, without limitation, the Prior Agreement (as defined in the Settlement Agreement), interference with contractual relationships, breach otherwise relating to any of the covenant of good faith and fair dealingReleasees, breach of fiduciary duty, employment discrimination, including harassment, fraud, misrepresentation, defamation, slander, infliction of emotional distress, disability, loss of future earnings, and any claims or arising under any applicable state, state or federal statute or local statutes and regulations, including, but not limited to, regulation including the Civil Rights Act of 1964, as amended, the Equal Pay Civil Rights Act of 1963, as amended, the Fair Labor Standards Act, as amended1991, the Americans with Disabilities Act of 1990, as amended (the “ADA”), the Rehabilitation Act of 1973, as amended, the Age Discrimination in Employment Act, as amended (“ADEA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)and the Family Medical Leave Act of 1993, the Fair Labor Standards Act, the Worker Adjustment and Retraining Notification Act of 1988, the Illinois Human Rights Act, each as amended (the “WARN Act”), the Family and Medical Leave Actamended, or any other federal federal, state or state laws relating to employment local law, regulation, ordinance or employment discrimination, and any claims for attorneys’ fees and costs; provided, however, that Executive’s Release does not waive, release or otherwise discharge common law (i) any claim or cause of action that cannot legally be waived by private agreement between Executive and the Company, including, but not limited towithout limitation, claims based on breach of contract, tort, fraud or fraudulent inducement), or under any claim for unpaid wagespolicy, workers’ compensation benefits agreement, understanding or unemployment benefits; (ii) any claims promise, whether written or rights the Executive has with respect to oral, formal or informal, between any of the items described in the second paragraph of Section 3 of the Settlement Agreement; Releasees and (iii) any claim or cause of action to enforce any of Executive’s rights under the Settlement Agreement.
(c) Except as specified in Paragraph 1(b), this Release means that Executive will not bring any claim whatsoever against the Company Released Parties arising out of or associated with Executive’s employment or the termination thereof, and this Release will bar any and all claims, causes of action, and obligations of any kind and nature whatsoever, initiated by Executive, or in which Executive is otherwise named as a party, against the Company Released Parties. Pursuant to this Release, unless excepted in Paragraph 1(b), Executive promises that he will never institute any claim or lawsuit whatsoever against the Company Released Parties for any reason arising out of his employment relationship or the termination thereof. The severance benefits provided under Section 2 of the Settlement Agreement are provided in exchange for Executive’s release and promise not to institute any such claim against the Company Released Parties.
Appears in 1 contract
Samples: Separation and General Release Agreement (Apac Customer Service Inc)
Executive’s Release. The Executive on the Executive’s own behalf and together with the Executive’s heirs, assigns, executors, agents and representatives (athe “Releasors”) Executive hereby forever generally releases and discharges the Company Corporation and its parentsthe Bank and their respective subsidiaries, affiliatesaffiliates and the respective predecessors, successors (by merger or otherwise) and assignsassigns of any of the foregoing, as well as together with each and every of their respective pastthe present, present past and future officers, managers, directors, shareholders, members, managersgeneral partners, employeeslimited partners, employees and agents of any of the foregoing, and representatives the heirs and executors of any of the foregoing (collectively, herein collectively referred to as the “Company Released PartiesReleasees”), ) from any and all claims, charges, complaints, liens, demandssuits, causes of action, complaints, obligations, damages and liabilitiesdemands, common law or statutory claims of any kind, whether in law or in equity, direct or indirect, known or unknownunknown (hereinafter “Claims”), suspected which the Executive ever had or unsuspected, that Executive had, now hashas against the Releasees, or may hereafter any one of them occurring up to and including the date of this Agreement. Notwithstanding anything herein to the contrary, the Executive’s release is not and shall not be construed as a release of any future claim by the Executive against the Corporation or the Bank or of any claim to have against enforce the Company Released Parties arising out of or relating in any way to Executive’s employment with, or resignation and termination from, the Company, from the beginning of time rights under this Agreement. Subject to the date Executive signs preceding sentence, this Release (the “Executive’s Release”).release specifically includes, but is not limited to:
(ba) Executive’s Release specifically extends to, without limitation, any and all claims or causes of action as an officer, employee or shareholder of the Company or Claims for wrongful termination, breach of an express or implied contract, wages and benefits including, without limitation, the Prior Agreement salary, stock options, stock, royalties, license fees, health and welfare benefits, severance pay, vacation pay, and bonuses;
(as defined in the Settlement Agreement), interference with contractual relationshipsb) any and all Claims for wrongful discharge, breach of the covenant contract, whether express or implied, and Claims for breach of implied covenants of good faith and fair dealing;
(c) any and all Claims for alleged employment discrimination on the basis of race, breach color, religion, sex, age, national origin, veteran status, disability and/or handicap, in violation of fiduciary dutyany federal, employment discriminationstate or local statute, ordinance, judicial precedent or Employee order, including harassment, fraud, misrepresentation, defamation, slander, infliction of emotional distress, disability, loss of future earnings, and any claims under any applicable state, federal or local statutes and regulations, including, but not limited to, to claims for discrimination under the following statutes: Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §2000e et seq.; the Equal Pay Civil Rights Act of 19631866, 42 U.S.C. §1981; the Civil Rights Act of 1991; the Age Discrimination in Employment Act, as amended, 29 U.S.C. §621 et seq.; the Older Workers Benefit Protection Act 29 U.S.C. §§ 623, 626 and 630; the Rehabilitation Act of 1972, as amended, 29 U.S.C. §701 et seq.; the Americans with Xxxxxxxxxxxx Xxx, 00 X.X.X. §00000 et seq.; the Family and Medical Leave Act of 1993, 29 X.X.X. §0000, et seq.; the Fair Labor Standards Act, as amended, 29 U.S.C. §201, et seq.; the Americans with Disabilities Act of 1990, as amended (the “ADA”), the Rehabilitation Act of 1973Fair Credit Reporting Act, as amended, the Age Discrimination in Employment Act15 U.S.C. §1681, as amended (“ADEA”), et seq.; and the Employee Retirement Income Security Act of 1974, as amended amended, 29 U.S.C. § 1000, et seq. (“ERISA”), the Worker Adjustment and Retraining Notification Act, as amended (the “WARN Act”), the Family and Medical Leave Act, ) or any other comparable state statute or local ordinance;
(d) any and all Claims under any federal or state laws statute relating to employment employee benefits or employment discriminationpensions;
(e) any and all Claims in tort, including but not limited to, any Claims for assault, battery, misrepresentation, defamation, interference with contract or prospective economic advantage, intentional or negligent infliction of emotional distress, duress, loss of consortium, invasion of privacy and negligence; and
(f) any claims and all Claims for attorneys’ fees and costs; provided, however, that Executive’s Release does not waive, release or otherwise discharge (i) any claim or cause of action that cannot legally be waived by private agreement between Executive and the Company, including, but not limited to, any claim for unpaid wages, workers’ compensation benefits or unemployment benefits; (ii) any claims or rights the Executive has with respect to any of the items described in the second paragraph of Section 3 of the Settlement Agreement; and (iii) any claim or cause of action to enforce any of Executive’s rights under the Settlement Agreement.
(c) Except as specified in Paragraph 1(b), this Release means that Executive will not bring any claim whatsoever against the Company Released Parties arising out of or associated with Executive’s employment or the termination thereof, and this Release will bar any and all claims, causes of action, and obligations of any kind and nature whatsoever, initiated by Executive, or in which Executive is otherwise named as a party, against the Company Released Parties. Pursuant to this Release, unless excepted in Paragraph 1(b), Executive promises that he will never institute any claim or lawsuit whatsoever against the Company Released Parties for any reason arising out of his employment relationship or the termination thereof. The severance benefits provided under Section 2 of the Settlement Agreement are provided in exchange for Executive’s release and promise not to institute any such claim against the Company Released Parties.
Appears in 1 contract
Samples: Employment Agreement (Orrstown Financial Services Inc)
Executive’s Release. (ai) Executive hereby forever releases knowingly and discharges voluntarily RELEASES, INDEMNIFIES, AND FOREVER DISCHARGES the Company and its parentsthe Company’s subsidiaries and affiliates, affiliatestogether with all of their respective past and present directors, managers, officers, partners, employees and attorneys, and each of their predecessors, successors and assigns, and any of the foregoing in their capacity as well as each a shareholder or agent of their respective past, present and future officers, directors, shareholders, members, managers, employees, agents and representatives the Company or its subsidiaries or affiliates (collectively, the “Company Released PartiesReleasees”), ) from any and all claims, charges, complaints, promises, agreements, controversies, liens, demands, causes of action, obligations, attorneys’ fees, damages and liabilitiesliabilities of any nature whatsoever, known or unknown, suspected or unsuspected, that which Executive or his executors, administrators, successors or assigns ever had, now hashave, or may hereafter claim to have against any of the Company Released Parties Releasees by reason of any matter, cause or thing whatsoever, whether or not previously asserted before any state or federal court or before any state or federal agency or governmental entity, even if such act or omission is found to have been an INTENTIONAL ACT OR OMISSION, OR A NEGLIGENT ACT OR OMISSION by the Releasees, from the beginning of time to the Separation Date (the “Executive’s Release”); provided that, nothing herein shall be deemed to release any of Executive’s right to enforce this Agreement.
(ii) The Executive’s Release includes, without limitation, any rights or claims arising out of or relating in any way to Executive’s employment with, by or resignation and termination from, the Company, separation from the beginning of time to the date Executive signs this Release (the “Executive’s Release”).
(b) Executive’s Release specifically extends to, without limitation, any and all claims or causes of action as an officer, employee or shareholder of the Company or for wrongful termination, breach of an express or implied contract, including, without limitation, the Prior Agreement (as defined in the Settlement Agreement), interference with contractual relationships, breach otherwise relating to any of the covenant of good faith and fair dealingReleasees, breach of fiduciary duty, employment discriminationor arising under any state or federal statute or regulation, including harassment, fraud, misrepresentation, defamation, slander, infliction of emotional distress, disability, loss of future earnings, and any claims under any applicable state, federal or local statutes and regulations, including, but not limited to, the Civil Rights Act of 1964, as amended, the Equal Pay Civil Rights Act of 1963, as amended, the Fair Labor Standards Act, as amended1991, the Americans with Disabilities Act of 1990, as amended (the “ADA”), the Rehabilitation Act of 1973, as amended, the Age Discrimination in Employment Act, as amended (“ADEA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)and the Family Medical Leave Act of 1993, the Fair Labor Standards Act, the Worker Adjustment and Retraining Notification Act of 1988, the Illinois Human Rights Act, each as amended (the “WARN Act”), the Family and Medical Leave Actamended, or any other federal federal, state or state laws relating to employment local law, regulation, ordinance or employment discrimination, and any claims for attorneys’ fees and costs; provided, however, that Executive’s Release does not waive, release or otherwise discharge common law (i) any claim or cause of action that cannot legally be waived by private agreement between Executive and the Company, including, but not limited towithout limitation, claims based on breach of contract, tort, fraud or fraudulent inducement), or under any claim for unpaid wagespolicy, workers’ compensation benefits agreement, understanding or unemployment benefits; (ii) any claims promise, whether written or rights the Executive has with respect to oral, formal or informal, between any of the items described in the second paragraph of Section 3 of the Settlement Agreement; Releasees and (iii) any claim or cause of action to enforce any of Executive’s rights under the Settlement Agreement.
(c) Except as specified in Paragraph 1(b), this Release means that Executive will not bring any claim whatsoever against the Company Released Parties arising out of or associated with Executive’s employment or the termination thereof, and this Release will bar any and all claims, causes of action, and obligations of any kind and nature whatsoever, initiated by Executive, or in which Executive is otherwise named as a party, against the Company Released Parties. Pursuant to this Release, unless excepted in Paragraph 1(b), Executive promises that he will never institute any claim or lawsuit whatsoever against the Company Released Parties for any reason arising out of his employment relationship or the termination thereof. The severance benefits provided under Section 2 of the Settlement Agreement are provided in exchange for Executive’s release and promise not to institute any such claim against the Company Released Parties.
Appears in 1 contract
Samples: Separation and General Release Agreement (Apac Customer Service Inc)
Executive’s Release. (a) Executive hereby forever releases and discharges the Company and its parents, affiliates, successors successors, and assigns, as well as each of their respective past, present present, and future officers, directors, shareholders, members, managers, employees, agents agents, attorneys, and representatives shareholders (collectively, the “Company Released Parties”), from any and all claims, charges, complaints, liens, demands, causes of action, obligations, damages damages, and liabilities, known or unknown, suspected or unsuspected, that Executive had, now has, or may hereafter claim to have against the Company Released Parties arising out of or relating in any way to Executive’s employment with, or resignation and termination separation from, the Company, from the beginning of time to the date Executive signs this Waiver and Release of Claims (the “Executive’s Release”).
(b) Executive’s Release specifically extends to, without limitation, any and all claims or causes of action as an officer, employee or shareholder of the Company or for wrongful termination, breach of an express or implied contract, including, without limitation, the Prior Agreement (as defined in the Settlement Executive Transition Agreement), interference with contractual relationships, breach of the covenant of good faith and fair dealing, breach of fiduciary duty, employment discrimination, including harassment, fraud, misrepresentation, defamation, slander, infliction of emotional distress, disability, loss of future earnings, and any claims under any applicable state, federal federal, or local statutes and regulations, including, but not limited to, the Civil Rights Act of 1964, as amended, the Equal Pay Act of 1963, as amended, the Fair Labor Standards Act, as amended, the Americans with Disabilities Act of 1990, as amended (the “ADA”), the Rehabilitation Act of 1973, as amended, the Age Discrimination in Employment Act, as amended (“ADEA”), as amended, the Older Workers Benefit Protection Act, as amended, the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Worker Adjustment and Retraining Notification Act, as amended (the “WARN Act”), Section 806 of the Xxxxxxxx-Xxxxx Act, the Family and Medical Leave Act, as amended, and the Texas Labor Code, the Texas Payday Law, and the Texas Commission on Human Rights Act, or any other federal or state laws relating to employment or employment discrimination, and any claims for attorneys’ fees and costs; provided, however, that Executive’s Release does not waive, release or otherwise discharge (i) any claim or cause of action that cannot legally be waived by private agreement between Executive and the Company, including, but not limited to, any claim for unpaid wages, workers’ compensation benefits or unemployment benefits; (ii) any claims or rights the to indemnification Executive has with respect to any may have under paragraph 6 of the items described in the second paragraph of Section 3 of the Settlement Separation Agreement; and (iii) any vested benefits provided under the terms of any employee benefit plan applicable to Executive; (iv) any claim or cause of action to enforce any of Executive’s rights under the Settlement Separation Agreement; or (v) any claim or cause of action based on Executive’s rights as a shareholder of the Company.
(c) Except This release extends to any claims that may be brought on Executive’s behalf by any person or agency, as specified well as any class or representative action under which Executive may have any rights or benefits; Executive agrees not to accept any recovery or benefits under any such claim or action, and Executive assigns any such recovery or benefits to the Company. For the purpose of implementing a full and complete release, Executive understands and agrees that this Waiver and Release of Claims is intended to include all claims, if any, which Executive may have and which Executive does not now know or suspect to exist in Paragraph 1(b), this Release means that Executive will not bring any claim whatsoever his favor against the Company Released Parties arising out and this Waiver and Release of or associated with Claims extinguishes those claims.
(d) Executive’s employment or the termination thereof, and this Release will bar not prohibit or restrict Executive from filing a charge with the Equal Employment Opportunity Commission (or similar state or local agency) or participating in any investigation conducted by the Equal Employment Opportunity Commission (or similar state or local agency); provided, however, that Executive acknowledges and all claimsagrees that any claims by Executive for personal relief in connection with such a charge or investigation (such as reinstatement or monetary damages) hereby are barred.
(e) Executive’s Release will not prohibit or restrict Executive at any time from: (i) making any disclosure of information required by law; (ii) providing information to, causes of actionor testifying or otherwise assisting in any investigation or proceeding brought by, and obligations any federal regulatory or law enforcement agency or legislative body, or any self-regulatory organization; or (iii) filing, testifying, participating in or otherwise assisting in a proceeding relating to an alleged violation of any kind and nature whatsoever, initiated by Executivefederal or state law relating to fraud, or in which Executive is otherwise named as a party, against the Company Released Parties. Pursuant to this Release, unless excepted in Paragraph 1(b), Executive promises that he will never institute any claim rule or lawsuit whatsoever against the Company Released Parties for any reason arising out of his employment relationship or the termination thereof. The severance benefits provided under Section 2 regulation of the Settlement Agreement are provided in exchange for Executive’s release Securities and promise not to institute any such claim against the Company Released PartiesExchange Commission.
Appears in 1 contract
Executive’s Release. 1.1 In consideration of the Company's payment of the separation benefits and other compensation provided for or referenced in Section 6 and Section 7 of the Employment Agreement, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Executive, for himself and each of his executors, successors, and assigns (a) Executive collectively, the "SUSSNA RELEASORS"), hereby forever releases and discharges the Company and its parents, affiliates, successors and assigns, as well as each of their respective pastits predecessors, successors, and past and present and future officersshareholders, directors, shareholders, members, managersofficers, employees, subsidiaries, affiliates, agents and representatives (collectively, the “Company Released Parties”), "COMPANY RELEASED PARTIES") from any and all claims, charges, complaints, liens, demands, causes of action, obligations, damages and liabilities, known or unknown, suspected or unsuspected, that Executive had, now has, or may hereafter claim to have against the Company Released Parties arising out of or relating in any way to Executive’s employment with, or resignation and termination from, the Company, from the beginning of time to the date Executive signs this Release (the “Executive’s Release”).
(b) Executive’s Release specifically extends to, without limitation, any and all claims or causes of action as an officer, employee or shareholder of the Company or for wrongful termination, breach of an express or implied contractevery kind and nature, including, without limitation, those relating to or arising out of the Prior Original Agreement (as such term is defined in the Settlement Employment Agreement), interference with contractual relationships, breach of ) or the covenant of good faith and fair dealing, breach of fiduciary duty, employment discrimination, including harassment, fraud, misrepresentation, defamation, slander, infliction of emotional distress, disability, loss of future earnings, and Employment Agreement or any employment-related claims under any applicable state, federal or local statutes and regulationsExecutive may have, including, but not limited towithout limitation, claims brought under the Civil Rights Act of 1964, as amended, the Equal Pay Civil Acts Rights Act of 1963, as amended, the Fair Labor Standards Act, as amended, the Americans with Disabilities Act of 1990, as amended (the “ADA”), the Rehabilitation Act of 1973, as amended1991, the Age Discrimination in Employment Act, as amended (“ADEA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)Act, the Worker Adjustment Americans with Disabilities Act and Retraining Notification Actany other federal, as amended (state or local laws regarding employment discrimination or termination of employment or under the “WARN Act”)common laws of any state relating to employment contracts, the Family and Medical Leave Actwrongful discharge, defamation or any other federal matter arising under common law (the "SUSSNA RELEASED CLAIMS").
1.2 The Sussna Releasors hereby irrevocably agree to refrain from directly or state laws relating indirectly asserting any claim or demand or commencing (or causing to employment be commenced) any suit, action, or employment discriminationproceeding of any kind, and in any claims for attorneys’ fees and costscourt or before any tribunal, against any Company Released Party based upon any Sussna Released Claim; provided, however, that Executive’s Release does not waive, release or otherwise discharge (i) nothing contained herein shall be construed to limit in any claim or cause of action that cannot legally be waived by private agreement between Executive and way Sussna Releasors' right to enforce the Company, including, but not limited to, any claim for unpaid wages, workers’ compensation benefits or unemployment benefits; (ii) any claims or rights the Executive has with respect to any terms of the items described in the second paragraph of Section 3 of the Settlement Agreement; and (iii) any claim or cause of action to enforce any of Executive’s rights under the Settlement Agreement.
(c) Except as specified in Paragraph 1(b), this Release means that Executive will not bring any claim whatsoever against the Company Released Parties arising out of or associated with Executive’s employment or the termination thereof, Employment Agreement and this Release will bar any and all claims, causes of action, and obligations of any kind and nature whatsoever, initiated by Executive, or in which Executive is otherwise named as a party, against the Company Released Parties. Pursuant to this General Release, unless excepted in Paragraph 1(b), Executive promises that he will never institute any claim or lawsuit whatsoever against the Company Released Parties for any reason arising out of his employment relationship or the termination thereof. The severance benefits provided under Section 2 of the Settlement Agreement are provided in exchange for Executive’s release and promise not to institute any such claim against the Company Released Parties.
Appears in 1 contract
Executive’s Release. (a) Executive hereby forever releases and discharges the Company and its parents, affiliates, successors successors, and assigns, as well as each of their respective past, present present, and future officers, directors, shareholders, members, managers, employees, agents agents, attorneys, and representatives shareholders (collectively, the “Company Released Parties”), from any and all claims, charges, complaints, liens, demands, causes of action, obligations, damages damages, and liabilities, known or unknown, suspected or unsuspected, that Executive had, may now has, or may hereafter claim to have had or to now have against the Company Released Parties arising out of or relating in any way to Executive’s employment with, or termination or resignation and termination from, the Company, from the beginning of time to the date Executive signs this Waiver and Release of Claims (the “Executive’s Release”).
(b) Executive’s Release specifically extends to, without limitation, any and all claims or causes of action as an officer, employee or shareholder of the Company or for wrongful termination, breach of an express or implied contract, including, without limitation, the Prior Agreement (as defined in the Settlement Agreement), interference with contractual relationships, breach of the covenant of good faith and fair dealing, breach of fiduciary duty, employment discrimination, including harassment, fraud, misrepresentation, defamation, slander, infliction of emotional distress, disability, loss of future earnings, and any claims under any applicable state, federal federal, or local statutes and regulations, including, but not limited to, the Civil Rights Act of 1964, as amended, the Equal Pay Act of 1963, as amended, the Fair Labor Standards Act, as amended, the Americans with Disabilities Act of 1990, as amended (the “ADA”), the Rehabilitation Act of 1973, as amended, the Age Discrimination in Employment Act, as amended (“ADEA”), the Older Workers Benefit Protection Act, as amended, the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), Section 806 of the Worker Adjustment and Retraining Notification Xxxxxxxx-Xxxxx Act, as amended (the “WARN Act”), the Family and Medical Leave Act, as amended, and the California Family Rights Act, as amended, the California Fair Employment and Housing Act, as amended, the California Labor Code, the California Government Code, or any other federal federal, state or state local laws relating to employment or employment discrimination, and any claims for attorneys’ fees and costscosts (other than any claims arising under the Separation Agreement for attorneys’ fees expressly payable pursuant thereto); provided, however, that Executive’s Release does not waive, release or otherwise discharge (i) any claim or cause of action that cannot legally be waived by private agreement between Executive and the Company, including, but not limited to, any claim for unpaid wages, workers’ compensation unemployment benefits or unemployment benefitsand any claims under Section 2802 of the California Labor Code; (ii) any claims rights to indemnification Executive may have under the Company’s Amended and Restated Certificate of Incorporation, as amended, or rights Second Amended and Restated Bylaws, or the Indemnification Agreement between the Company and Executive has with respect that is referenced in and attached as an exhibit to any of the items described in the second paragraph of Section 3 of the Settlement Separation Agreement; and (iii) any rights Executive may have under directors and officers insurance policies and rights or claims of contribution or advancement of expenses; (iv) coverage under the Company’s D&O insurance policies; (v) any vested benefits provided under the terms of any employee benefit plan applicable to Executive; (vi) any claim or cause of action to enforce any of Executive’s rights under the Settlement Separation Agreement; or (vii) any claim or cause of action based on Executive’s rights as a shareholder of the Company.
(c) Except as specified in Paragraph 1(bwith respect to any claims excluded from Executive’s Release under paragraph 1(b)(i)-(vii) above (“Excluded Claims”), this Release means release extends to any claims that may be brought on Executive’s behalf by any person or agency, as well as any class or representative action under which Executive will may have any rights or benefits; Executive agrees not bring to accept any recovery or benefits under any such claim whatsoever or action, and Executive assigns any such recovery or benefits to the Company. For the purpose of implementing a full and complete release, Executive understands and agrees that, except with respect to Excluded Claims, this Agreement is intended to include all claims, if any, which Executive may have and which Executive does not now know or suspect to exist in his favor against the Company Released Parties arising out of or associated with Executive’s employment or the termination thereof, and this Release will bar any and all Agreement extinguishes those claims, causes of action, and obligations of any kind and nature whatsoever, initiated by Executive, or in which Executive is otherwise named as a party, against the Company Released Parties. Pursuant to this Release, unless excepted in Paragraph 1(b)Accordingly, Executive promises that he will never institute any claim or lawsuit whatsoever against the Company Released Parties for any reason arising out of his employment relationship or the termination thereof. The severance benefits provided under expressly waives all rights afforded by Section 2 1542 of the Settlement Agreement are provided Civil Code of the State of California (“Section 1542”) and any similar statute or regulation in exchange for Executive’s release and promise not to institute any such claim against the Company Released Parties.other applicable jurisdiction. Section 1542 states as follows:
Appears in 1 contract
Executive’s Release. The Executive on the Executive’s own behalf and together with the Executive’s heirs, assigns, executors, agents and representatives (athe “Releasors”) Executive hereby forever generally releases and discharges the Company Corporation and its parentsthe Bank and their respective subsidiaries, affiliatesaffiliates and the respective predecessors, successors (by merger or otherwise) and assignsassigns of any of the foregoing, as well as together with each and every of their respective pastthe present, present past and future officers, managers, directors, shareholders, members, managersgeneral partners, employeeslimited partners, employees and agents of any of the foregoing, and representatives the heirs and executors of any of the foregoing (collectively, herein collectively referred to as the “Company Released PartiesReleasees”), ) from any and all claims, charges, complaints, liens, demandssuits, causes of action, complaints, obligations, damages and liabilitiesdemands, common law or statutory claims of any kind, whether in law or in equity, direct or indirect, known or unknownunknown (hereinafter “Claims”), suspected which the Executive ever had or unsuspected, that Executive had, now hashas against the Releasees, or may hereafter any one of them occurring up to and including the date of this Agreement. Notwithstanding anything herein to the contrary, the Executive’s release is not and shall not be construed as a release of any future claim by the Executive against the Corporation or the Bank or of any claim to have against enforce the Company Released Parties arising out of or relating in any way to Executive’s employment with, or resignation and termination from, the Company, from the beginning of time rights under this Agreement. Subject to the date Executive signs preceding sentence, this Release (the “Executive’s Release”).release specifically includes, but is not limited to:
(ba) Executive’s Release specifically extends to, without limitation, any and all claims or causes of action as an officer, employee or shareholder of the Company or Claims for wrongful termination, breach of an express or implied contract, wages and benefits including, without limitation, the Prior Agreement salary, stock options, stock, royalties, license fees, health and welfare benefits, severance pay, vacation pay, and bonuses;
(as defined in the Settlement Agreement), interference with contractual relationshipsb) any and all Claims for wrongful discharge, breach of the covenant contract, whether express or implied, and Claims for breach of implied covenants of good faith and fair dealing;
(c) any and all Claims for alleged employment discrimination on the basis of race, breach color, religion, sex, age, national origin, veteran status, disability and/or handicap, in violation of fiduciary dutyany federal, employment discriminationstate or local statute, ordinance, judicial precedent or Employee order, including harassment, fraud, misrepresentation, defamation, slander, infliction of emotional distress, disability, loss of future earnings, and any claims under any applicable state, federal or local statutes and regulations, including, but not limited to, to claims for discrimination under the following statutes: Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §2000e et seq.; the Equal Pay Civil Rights Act of 19631866, 42 U.S.C. §1981; the Civil Rights Act of 1991; the Age Discrimination in Employment Act, as amended, 29 U.S.C. §621 et seq.; the Older Workers Benefit Protection Act 29 U.S.C. §§ 623, 626 and 630; the Rehabilitation Act of 1972, as amended, 29 U.S.C. §701 et seq.; the Americans with Xxxxxxxxxxxx Xxx, 00 X.X.X. §00000 et seq.; the Family and Medical Leave Act of 1993, 00 X.X.X. §0000, et seq.; the Fair Labor Standards Act, as amended, 29 U.S.C. §201, et seq.; the Americans with Disabilities Act of 1990, as amended (the “ADA”), the Rehabilitation Act of 1973Fair Credit Reporting Act, as amended, the Age Discrimination in Employment Act15 U.S.C. §1681, as amended (“ADEA”), et seq.; and the Employee Retirement Income Security Act of 1974, as amended amended, 29 U.S.C. § 1000, et seq. (“ERISA”), the Worker Adjustment and Retraining Notification Act, as amended (the “WARN Act”), the Family and Medical Leave Act, ) or any other comparable state statute or local ordinance;
(d) any and all Claims under any federal or state laws statute relating to employment employee benefits or employment discriminationpensions;
(e) any and all Claims in tort, including but not limited to, any Claims for assault, battery, misrepresentation, defamation, interference with contract or prospective economic advantage, intentional or negligent infliction of emotional distress, duress, loss of consortium, invasion of privacy and negligence; and
(f) any claims and all Claims for attorneys’ fees and costs; provided, however, that Executive’s Release does not waive, release or otherwise discharge (i) any claim or cause of action that cannot legally be waived by private agreement between Executive and the Company, including, but not limited to, any claim for unpaid wages, workers’ compensation benefits or unemployment benefits; (ii) any claims or rights the Executive has with respect to any of the items described in the second paragraph of Section 3 of the Settlement Agreement; and (iii) any claim or cause of action to enforce any of Executive’s rights under the Settlement Agreement.
(c) Except as specified in Paragraph 1(b), this Release means that Executive will not bring any claim whatsoever against the Company Released Parties arising out of or associated with Executive’s employment or the termination thereof, and this Release will bar any and all claims, causes of action, and obligations of any kind and nature whatsoever, initiated by Executive, or in which Executive is otherwise named as a party, against the Company Released Parties. Pursuant to this Release, unless excepted in Paragraph 1(b), Executive promises that he will never institute any claim or lawsuit whatsoever against the Company Released Parties for any reason arising out of his employment relationship or the termination thereof. The severance benefits provided under Section 2 of the Settlement Agreement are provided in exchange for Executive’s release and promise not to institute any such claim against the Company Released Parties.
Appears in 1 contract
Samples: Employment Agreement (Orrstown Financial Services Inc)
Executive’s Release. (a) Executive hereby forever releases and discharges the Company and its parents, affiliates, successors successors, and assigns, as well as each of their respective past, present present, and future officers, directors, shareholders, members, managers, employees, agents agents, attorneys, and representatives shareholders (collectively, the “Company Released Parties”), from any and all claims, charges, complaints, liens, demands, causes of action, obligations, damages damages, and liabilities, known or unknown, suspected or unsuspected, that Executive had, now has, or may hereafter claim to have against the Company Released Parties arising out of or relating in any way to Executive’s employment with, or resignation and termination separation from, the Company, from the beginning of time to the date Executive signs this Waiver and Release of Claims (the “Executive’s Release”).
(b) Executive’s Release specifically extends to, without limitation, any and all claims or causes of action as an officer, employee or shareholder of the Company or for wrongful termination, breach of an express or implied contract, including, without limitation, the Prior Agreement (as defined in the Settlement Employment Agreement), interference with contractual relationships, breach of the covenant of good faith and fair dealing, breach of fiduciary duty, employment discrimination, including harassment, fraud, misrepresentation, defamation, slander, infliction of emotional distress, disability, loss of future earnings, and any claims under any applicable state, federal federal, or local statutes and regulations, including, but not limited to, the Civil Rights Act of 1964, as amended, the Equal Pay Act of 1963, as amended, the Fair Labor Standards Act, as amended, the Americans with Disabilities Act of 1990, as amended (the “ADA”), the Rehabilitation Act of 1973, as amended, the Age Discrimination in Employment Act, as amended (“ADEA”), as amended, the Older Workers Benefit Protection Act, as amended, the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Worker Adjustment and Retraining Notification Act, as amended (the “WARN Act”), Section 806 of the Xxxxxxxx-Xxxxx Act, the Family and Medical Leave Act, as amended, and the Texas Labor Code, the Texas Payday Law, and the Texas Commission on Human Rights Act, or any other federal or state laws relating to employment or employment discrimination, and any claims for attorneys’ fees and costs; provided, however, that Executive’s Release does not waive, release or otherwise discharge (i) any claim or cause of action that cannot legally be waived by private agreement between Executive and the Company, including, but not limited to, any claim for unpaid wages, workers’ compensation benefits or unemployment benefits; (ii) any claims or rights the to indemnification Executive has with respect to any may have under paragraph 6 of the items described in the second paragraph of Section 3 of the Settlement Separation Agreement; and (iii) any vested benefits provided under the terms of any employee benefit plan applicable to Executive; (iv) any claim or cause of action to enforce any of Executive’s rights under the Settlement Separation Agreement; or (v) any claim or cause of action based on Executive’s rights as a shareholder of the Company.
(c) Except This release extends to any claims that may be brought on Executive’s behalf by any person or agency, as specified well as any class or representative action under which Executive may have any rights or benefits; Executive agrees not to accept any recovery or benefits under any such claim or action, and Executive assigns any such recovery or benefits to the Company. For the purpose of implementing a full and complete release, Executive understands and agrees that this Waiver and Release of Claims is intended to include all claims, if any, which Executive may have and which Executive does not now know or suspect to exist in Paragraph 1(b), this Release means that Executive will not bring any claim whatsoever his favor against the Company Released Parties arising out and this Waiver and Release of or associated with Claims extinguishes those claims.
(d) Executive’s employment Release shall not prevent Executive from filing a charge with the Equal Employment Opportunity Commission (or similar state or local agency) or participating in any investigation conducted by the termination thereofEqual Employment Opportunity Commission (or similar state or local agency); provided, however, that Executive acknowledges and this Release will bar agrees that any and all claims, causes of action, and obligations of any kind and nature whatsoever, initiated claims by Executive, Executive for personal relief in connection with such a charge or in which Executive is otherwise named investigation (such as a party, against the Company Released Parties. Pursuant to this Release, unless excepted in Paragraph 1(b), Executive promises that he will never institute any claim reinstatement or lawsuit whatsoever against the Company Released Parties for any reason arising out of his employment relationship or the termination thereof. The severance benefits provided under Section 2 of the Settlement Agreement monetary damages) hereby are provided in exchange for Executive’s release and promise not to institute any such claim against the Company Released Partiesbarred.
Appears in 1 contract
Samples: Transition, Separation Agreement and Release (Advanced Micro Devices Inc)
Executive’s Release. (a) a. Executive hereby forever releases and discharges the Company and its parents, affiliates, successors successors, and assigns, as well as each of their respective past, present present, and future officers, directors, shareholders, members, managers, employees, agents agents, attorneys, and representatives shareholders (collectively, the “Company Released Parties”), from any and all claims, charges, complaints, liens, demands, causes of action, obligations, damages damages, and liabilities, known or unknown, suspected or unsuspected, that Executive had, may now has, or may hereafter claim to have had or to now have against the Company Released Parties arising out of or relating in any way to Executive’s employment with, or termination or resignation and termination from, the Company, from the beginning of time to the date Executive signs this Waiver and Release of Claims (the “Executive’s Release”).
(b) b. Executive’s Release specifically extends to, without limitation, any and all claims or causes of action as an officer, employee or shareholder of the Company or for wrongful termination, breach of an express or implied contract, including, without limitation, the Prior Agreement (as defined in the Settlement Agreement), interference with contractual relationships, breach of the covenant of good faith and fair dealing, breach of fiduciary duty, employment discrimination, including harassment, fraud, misrepresentation, defamation, slander, infliction of emotional distress, disability, loss of future earnings, and any claims under any applicable state, federal federal, or local statutes and regulations, including, but not limited to, the Civil Rights Act of 1964, as amended, the Equal Pay Act of 1963, as amended, the Fair Labor Standards Act, as amended, the Americans with Disabilities Act of 1990, as amended (the “ADA”), the Rehabilitation Act of 1973, as amended, the Age Discrimination in Employment Act, as amended (“ADEA”), the Older Workers Benefit Protection Act, as amended, the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), Section 806 of the Worker Adjustment and Retraining Notification Xxxxxxxx-Xxxxx Act, as amended (the “WARN Act”), the Family and Medical Leave Act, as amended, and the California Family Rights Act, as amended, the California Fair Employment and Housing Act, as amended, the California Labor Code, the California Government Code, or any other federal federal, state or state local laws relating to employment or employment discrimination, and any claims for attorneys’ fees and costscosts (other than any claims arising under the Separation Agreement for attorneys’ fees expressly payable pursuant thereto); provided, however, that Executive’s Release does not waive, release or otherwise discharge (i) any claim or cause of action that cannot legally be waived by private agreement between Executive and the Company, including, but not limited to, any claim for unpaid wages, workers’ compensation unemployment benefits or unemployment benefitsand any claims under Section 2802 of the California Labor Code; (ii) any claims rights to indemnification Executive may have under the Company’s Amended and Restated Certificate of Incorporation, as amended, or rights Second Amended and Restated Bylaws, or the Indemnification Agreement between the Company and Executive has with respect that is referenced in and attached as an exhibit to any of the items described in the second paragraph of Section 3 of the Settlement Separation Agreement; and (iii) any rights Executive may have under directors and officers insurance policies and rights or claims of contribution or advancement of expenses; (iv) coverage under the Company’s D&O insurance policies; (v) any vested benefits provided under the terms of any employee benefit plan applicable to Executive; (vi) any claim or cause of action to enforce any of Executive’s rights under the Settlement Separation Agreement; or (vii) any claim or cause of action based on Executive’s rights as a shareholder of the Company.
c. Except with respect to any claims excluded from Executive’s Release under paragraph 1(b)(i)-(vii) above (c) Except as specified in Paragraph 1(b“Excluded Claims”), this Release means release extends to any claims that may be brought on Executive’s behalf by any person or agency, as well as any class or representative action under which Executive will may have any rights or benefits; Executive agrees not bring to accept any recovery or benefits under any such claim whatsoever or action, and Executive assigns any such recovery or benefits to the Company. For the purpose of implementing a full and complete release, Executive understands and agrees that, except with respect to Excluded Claims, this Agreement is intended to include all claims, if any, which Executive may have and which Executive does not now know or suspect to exist in his favor against the Company Released Parties arising out of or associated with Executive’s employment or the termination thereof, and this Release will bar any and all Agreement extinguishes those claims, causes of action, and obligations of any kind and nature whatsoever, initiated by Executive, or in which Executive is otherwise named as a party, against the Company Released Parties. Pursuant to this Release, unless excepted in Paragraph 1(b)Accordingly, Executive promises that he will never institute any claim or lawsuit whatsoever against the Company Released Parties for any reason arising out of his employment relationship or the termination thereof. The severance benefits provided under expressly waives all rights afforded by Section 2 1542 of the Settlement Agreement are provided Civil Code of the State of California (“Section 1542”) and any similar statute or regulation in exchange for Executive’s release and promise not to institute any such claim against the Company Released Parties.other applicable jurisdiction. Section 1542 states as follows:
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Executive’s Release. (a) Executive hereby forever releases and discharges the Company and its parents, affiliates, successors successors, and assigns, as well as each of their respective past, present present, and future officers, directors, shareholders, members, managers, employees, agents agents, attorneys, and representatives shareholders (collectively, the “Company Released Parties”), from any and all claims, charges, complaints, liens, demands, causes of action, obligations, damages damages, and liabilities, known or unknown, suspected or unsuspected, that Executive had, now has, or may hereafter claim to have against the Company Released Parties arising out of or relating in any way to Executive’s employment with, or resignation and termination separation from, the Company, from the beginning of time to the date Executive signs this Waiver and Release of Claims (the “Executive’s Release”).
(b) Executive’s Release specifically extends to, without limitation, any and all claims or causes of action as an officer, employee or shareholder of the Company or for wrongful termination, breach of an express or implied contract, including, without limitation, the Prior Agreement (as defined in the Settlement Agreement), interference with contractual relationships, breach of the covenant of good faith and fair dealing, breach of fiduciary duty, employment discrimination, including harassment, fraud, misrepresentation, defamation, slander, infliction of emotional distress, disability, loss of future earnings, and any claims under any applicable state, federal federal, or local statutes and regulations, including, but not limited to, the Civil Rights Act of 1964, as amended, the Equal Pay Act of 1963, as amended, the Fair Labor Standards Act, as amended, the Americans with Disabilities Act of 1990, as amended (the “ADA”), the Rehabilitation Act of 1973, as amended, the Age Discrimination in Employment Act, as amended (“ADEA”), as amended, the Older Workers Benefit Protection Act, as amended, the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Worker Adjustment and Retraining Notification Act, as amended (the “WARN Act”), Section 806 of the Xxxxxxxx-Xxxxx Act, the Family and Medical Leave Act, as amended, and the Texas Labor Code, the Texas Payday Law, and the Texas Commission on Human Rights Act, or any other federal or state laws relating to employment or employment discrimination, and any claims for attorneys’ fees and costs; provided, however, that Executive’s Release does not waive, release or otherwise discharge (i) any claim or cause of action that cannot legally be waived by private agreement between Executive and the Company, including, but not limited to, any claim for unpaid wages, workers’ compensation benefits or unemployment benefits; (ii) any claims or rights the to indemnification Executive has with respect to any may have under paragraph 8 of the items described in the second paragraph of Section 3 of the Settlement Agreement; and (iii) any vested benefits provided under the terms of any employee benefit plan applicable to Executive; (iv) any claim or cause of action to enforce any of Executive’s rights under the Settlement Agreement; or (v) any claim or cause of action based on Executive’s rights as a shareholder of the Company.
(c) Except This release extends to any claims that may be brought on Executive’s behalf by any person or agency, as specified well as any class or representative action under which Executive may have any rights or benefits; Executive agrees not to accept any recovery or benefits under any such claim or action, and Executive assigns any such recovery or benefits to the Company. For the purpose of implementing a full and complete release, Executive understands and agrees that this Waiver and Release of Claims is intended to include all claims, if any, which Executive may have and which Executive does not now know or suspect to exist in Paragraph 1(b), this Release means that Executive will not bring any claim whatsoever his favor against the Company Released Parties arising out and this Waiver and Release of or associated with Claims extinguishes those claims.
(d) Executive’s employment Release shall not prevent Executive from filing a charge with the Equal Employment Opportunity Commission (or similar state or local agency) or participating in any investigation conducted by the termination thereofEqual Employment Opportunity Commission (or similar state or local agency); provided, however, that Executive acknowledges and this Release will bar agrees that any and all claims, causes of action, and obligations of any kind and nature whatsoever, initiated claims by Executive, Executive for personal relief in connection with such a charge or in which Executive is otherwise named investigation (such as a party, against the Company Released Parties. Pursuant to this Release, unless excepted in Paragraph 1(b), Executive promises that he will never institute any claim reinstatement or lawsuit whatsoever against the Company Released Parties for any reason arising out of his employment relationship or the termination thereof. The severance benefits provided under Section 2 of the Settlement Agreement monetary damages) hereby are provided in exchange for Executive’s release and promise not to institute any such claim against the Company Released Partiesbarred.
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Executive’s Release. (a) Executive hereby forever releases and discharges the Company and its parents, affiliates, successors successors, and assigns, as well as each of their respective past, present present, and future officers, directors, shareholders, members, managers, employees, agents agents, attorneys, and representatives shareholders (collectively, the “Company Released Parties”), from any and all claims, charges, complaints, liens, demands, causes of action, obligations, damages damages, and liabilities, known or unknown, suspected or unsuspected, that Executive had, now has, or may hereafter claim to have against the Company Released Parties arising out of or relating in any way to Executive’s employment with, or resignation and termination separation from, the Company, from the beginning of time to the date Executive signs this Waiver and Release of Claims (the “Executive’s Release”).
(b) Executive’s Release specifically extends to, without limitation, any and all claims or causes of action as an officer, employee or shareholder of the Company or for wrongful termination, breach of an express or implied contract, including, without limitation, the Prior Agreement (as defined in the Settlement Agreement), interference with contractual relationships, breach of the covenant of good faith and fair dealing, breach of fiduciary duty, employment discrimination, including harassment, fraud, misrepresentation, defamation, slander, infliction of emotional distress, disability, loss of future earnings, and any claims under any applicable state, federal federal, or local statutes and regulations, including, but not limited to, the Civil Rights Act of 1964, as amended, the Equal Pay Act of 1963, as amended, the Fair Labor Standards Act, as amended, the Americans with Disabilities Act of 1990, as amended (the “ADA”), the Rehabilitation Act of 1973, as amended, the Age Discrimination in Employment Act, as amended (“ADEA”), as amended, the Older Workers Benefit Protection Act, as amended, the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Worker Adjustment and Retraining Notification Act, as amended (the “WARN Act”), Section 806 of the Xxxxxxxx-Xxxxx Act, the Family and Medical Leave Act, as amended, and the Texas Labor Code, the Texas Payday Law, and the Texas Commission on Human Rights Act, or any other federal or state laws relating to employment or employment discrimination, and any claims for attorneys’ fees and costs; provided, however, that Executive’s Release does not waive, release or otherwise discharge (i) any claim or cause of action that cannot legally be waived by private agreement between Executive and the Company, including, but not limited to, any claim for unpaid wages, workers’ compensation benefits or unemployment benefits; (ii) any claims or rights the to indemnification Executive has with respect to any may have under paragraph 8 of the items described in the second paragraph of Section 3 of the Settlement Agreement; and (iii) any vested benefits provided under the terms of any employee benefit plan applicable to Executive; (iv) any claim or cause of action to enforce any of Executive’s rights under the Settlement Agreement; or (v) any claim or cause of action based on Executive’s rights as a shareholder of the Company.
(cd) Except as specified Executive’s Release shall not prevent Executive from filing a charge with the Equal Employment Opportunity Commission (or similar state or local agency) or participating in Paragraph 1(bany investigation conducted by the Equal Employment Opportunity Commission (or similar state or local agency); provided, this Release means however, that Executive will not bring acknowledges and agrees that any claim whatsoever against the Company Released Parties arising out of claims by Executive for personal relief in connection with such a charge or associated with Executive’s employment investigation (such as reinstatement or the termination thereof, and this Release will bar any and all claims, causes of action, and obligations of any kind and nature whatsoever, initiated by Executive, or in which Executive is otherwise named as a party, against the Company Released Parties. Pursuant to this Release, unless excepted in Paragraph 1(b), Executive promises that he will never institute any claim or lawsuit whatsoever against the Company Released Parties for any reason arising out of his employment relationship or the termination thereof. The severance benefits provided under Section 2 of the Settlement Agreement monetary damages) hereby are provided in exchange for Executive’s release and promise not to institute any such claim against the Company Released Partiesbarred.
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Executive’s Release. (ai) In exchange for the consideration described in Section 2.a. above, Executive hereby forever releases and discharges the Company and its parents, affiliates, successors successors, and assigns, as well as each of their respective past, its past and present and future officers, directors, shareholders, members, managers, employees, agents agents, attorneys, and representatives shareholders (collectively, the “Company Released Parties”), from any and all claims, charges, complaints, liens, demands, causes of action, obligations, damages damages, and liabilities, known or unknown, suspected or unsuspected, that Executive had, now has, or may hereafter claim to have against the Company Released Parties arising out of or relating in any way to Executive’s employment with, or resignation and termination from, the Company, or otherwise relating to any of the Company Released Parties from the beginning of time to the date Executive signs Effective Date of this Release Agreement (the “Executive’s Release”).
(b) . Executive’s Release specifically extends to, without limitation, any and all claims or causes of action as an officer, employee or shareholder of the Company or for wrongful termination, breach of an express or implied contract, including, without limitation, the Prior Agreement (as defined in the Settlement Agreement), interference with contractual relationships, breach of the covenant of good faith and fair dealing, breach of fiduciary duty, employment discrimination, including harassment, fraud, misrepresentation, defamation, slander, infliction of emotional distress, disability, loss of future earnings, and any claims under any applicable state, federal federal, or local statutes and regulations, including, but not limited to, the Civil Rights Act of 1964, as amended, the Equal Pay Act of 1963, as amended, the Fair Labor Standards Act, as amended, the Americans with Disabilities Act of 1990, as amended (the “ADA”), the Rehabilitation Act of 1973, as amended, the Age Discrimination in Employment Act, as amended (“ADEA”), as amended, the Older Workers Benefit Protection Act, as amended (the “OWBPA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Worker Adjustment and Retraining Notification Act, as amended (the “WARN Act”), Section 806 of the Xxxxxxxx-Xxxxx Act, the Family and Medical Leave Act, or any other federal or state laws relating to employment or employment discriminationas amended, and any claims for attorneys’ fees and coststhe Arizona Civil Rights Act, as amended; provided, however, that Executive’s Release does not waive, release release, or otherwise discharge discharge: (iA) any claim or cause of action that cannot legally be waived by private agreement between Executive and the Company, including, but not limited to, any claim for unpaid wages, workers’ compensation benefits or unemployment benefitswaived; (ii) any claims or rights the Executive has with respect to any of the items described in the second paragraph of Section 3 of the Settlement Agreement; and (iiiB) any claim or cause of action to enforce any of Executive’s rights under this Agreement or the Settlement Employment Agreement; (C) any claim or cause of action for indemnification pursuant to any applicable indemnification agreement, any D&O insurance policy applicable to Executive and/or the Company’s certificates of incorporation, charter and by-laws or any claim for contribution or (D) any rights to Executive’s vested benefits under any health and welfare plans or other employee benefit plans or programs sponsored by the Company.
(cii) Except as specified in Paragraph 1(b)For the purpose of implementing a full and complete release, this Release means Executive understands and agrees that Executive will not bring any claim whatsoever against the Company Released Parties arising out of or associated with Executive’s employment or the termination thereof, and this Release will bar any and is intended to include all claims, causes of actionif any, and obligations of any kind and nature whatsoever, initiated by Executive, or in which Executive is otherwise named as a party, may have and which Executive does not now know or suspect to exist in his favor against the Company Released Parties. Pursuant to this Release, unless excepted in Paragraph 1(b)This Agreement extinguishes those claims. Accordingly, Executive promises that he will never institute expressly waives all rights afforded by any claim state statute or lawsuit whatsoever against regulation in any applicable jurisdiction prohibiting, limiting, or restricting the Company Released Parties for any reason arising out waiver of unknown claims. Executive makes this waiver with full knowledge of his employment relationship or the termination thereof. The severance benefits provided under Section 2 of the Settlement Agreement are provided in exchange for rights and with specific intent to release both his known and unknown claims.
(iii) Executive’s release Release shall not prevent Executive from filing a charge with the Equal Employment Opportunity Commission (or similar state or local agency) or participating in any investigation conducted by the Equal Employment Opportunity Commission (or similar state or local agency); provided, however, that Executive acknowledges and promise not to institute agrees that any claims by Executive for personal relief in connection with such claim against the Company Released Partiesa charge or investigation (such as reinstatement or monetary damages) hereby are barred.
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Samples: Separation and General Release Agreement (Insight Enterprises Inc)
Executive’s Release. (a) The Executive on his own behalf and together with his heirs, assigns, executors, agents and representatives hereby forever generally releases and discharges the Company and its predecessors, successors (by merger or otherwise), parents, affiliatesSubsidiaries, successors Affiliates and assigns, as well as together with each and every of its and their respective pastpresent, present past and future officers, managers, directors, shareholders, members, managersgeneral partners, limited partners, employees, attorneys, accountants and agents and representatives the heirs and executors of same (collectively, the “Company Released PartiesReleasees”), ) from any and all claims, charges, complaints, liens, demandssuits, causes of action, complaints, obligations, damages demands, debts, liabilities, common law or statutory claims of any kind (including claims for damages, costs, expenses and liabilitiesattorneys’, brokers’, accountants’ and other professionals’ and consultants’ fees and expenses), whether in law or in equity, direct or indirect, known or unknown, suspected or unsuspected, unanticipated as well as anticipated and that Executive had, now has, exist or may hereafter claim to have accrue based on matters now unknown as well as known (collectively, “Claims”), which the Executive ever had or now has against the Company Released Parties Releasees, or any one of them, arising out of or relating in any way to Executive’s his employment with, or resignation with the Company occurring up to and termination from, the Company, from the beginning of time to including the date Executive signs of this Release (the “Executive’s Release”).
(b) Executive’s . This Release specifically extends to, without limitation, includes:
2.1. any and all claims Claims for wages and benefits including salary, stock options, stock, royalties, license fees, health and welfare benefits, severance pay, bonuses and vacation, paid time off or causes of action as an officer, employee or shareholder of the Company or other time off pay;
2.2. any and all Claims for wrongful terminationdischarge, breach of an contract, whether express or implied contractimplied, including, without limitation, the Prior Agreement (as defined in the Settlement Agreement), interference with contractual relationships, and Claims for breach of the covenant implied covenants of good faith and fair dealing;
2.3. any and all Claims for alleged employment discrimination on the basis of race, breach color, religion, sex, age, national origin, sexual orientation, veteran status, disability or handicap, in violation of fiduciary dutyany federal, employment discriminationforeign, state, or local statute, ordinance, judicial precedent or executive order, including harassment, fraud, misrepresentation, defamation, slander, infliction claims for discrimination under the following statutes: Title VII of emotional distress, disability, loss of future earnings, and any claims under any applicable state, federal or local statutes and regulations, including, but not limited to, the Civil Rights Act of 1964, as amended, 42 U.S.C. §2000e et seq.; the Equal Pay Civil Rights Act of 19631866, as amended42 U.S.C. §1981; the Civil Rights Act of 1991; the Age Discrimination in Exxxxxxxxx Xxx, 00 X.X.X. §000 et seq.; the Older Workers Benefit Protection Act 29 U.S.C. §§ 623, 626 and 630; the Rehabilitation Act of 1972, 29 U.S.C. §701 et seq.; the Americans with Dxxxxxxxxxxx Xxx, 00 X.X.X. §00000 et seq.; the Family and Medical Leave Act of 1993, 29 U.X.X. §0000, et seq.; the Fair Labor Standards Act, as amended29 U.S.C. §201, et seq.; the Americans with Disabilities Act of 1990, as amended (the “ADA”), the Rehabilitation Act of 1973, as amended, the Age Discrimination in Employment Fair Credit Reporting Act, as amended (“ADEA”)15 U.S.C. §1681, et seq.; the Employee Retirement Income Security Act of 1974, as amended 29 U.S.C. §1000, et seq. (“ERISA”); the Florida Civil Rights Act, the Worker Adjustment and Retraining Notification Act, as amended (the “WARN Act”)Florida Wage Discrimination Law, the Family Florida Wage and Medical Leave Hour laws, and the Florida Whistleblowers’ Act, or any other federal comparable state statute or local ordinance;
2.4. any and all Claims under any federal, foreign, state laws or local statute relating to employment employee benefits or employment discriminationpensions;
2.5. any and all Claims in tort, including any Claims for assault, battery, misrepresentation, defamation, interference with contract or prospective economic advantage, intentional or negligent infliction of emotional distress, duress, loss of consortium, invasion of privacy and negligence; and
2.6. any claims and all Claims for attorneys’ fees and costs. The Executive acknowledges that he has received from the Company all wages, expense reimbursements, accrued but unused vacation, paid time off or other time off pay and incentive compensation of all types, including deferred or foregone salary or cash or equity compensation, due and owing to the Executive by the Company. The Executive hereby waives all claims or entitlement to any deferred salary, and to any unvested stock option or other unvested equity grants. The Executive acknowledges and represents that the Company has not violated or denied the Executive any right under the Family Medical Leave Act (“FMLA”), or any other federal, foreign, state or local law, statute or ordinance. The Executive acknowledges and agrees that the Company has not interfered with, restrained, or denied the exercise of or the attempt to exercise any rights under the FMLA, and that the Company has not discriminated against or retaliated against the Executive in any way regarding the exercise of any rights under the FMLA. The Executive further acknowledges and represents that, as of the date of the execution of this Release, the Executive has suffered no on-the-job or work-related accident or injury, occupational disease or disability whether temporary, permanents, partial, or total. The Executive expressly represents that he has not filed a lawsuit or initiated any other administrative proceeding against any Releasee. The Executive further promises not to initiate a lawsuit or to bring any other claim against any Releasee arising out of or in any way related to the Executive’s employment by the Company or any of its Affiliates or the termination of that employment, other than an action to enforce the Agreement. This Release will not prevent the Executive from filing a charge with the Equal Employment Opportunity Commission (or similar state agency) or participating in any investigation conducted by the Equal Employment Opportunity Commission (or similar state agency); provided, however, that Executive’s Release any claims by the Executive for personal relief in connection with such a charge or investigation (such as reinstatement or monetary damages) would be barred. Notwithstanding anything to the contrary in this Release, the Executive does not waivewaive or release any Claims for vested rights or benefits under any retirement plan of the Company, release any rights to indemnification under the Company’s limited liability company agreement or otherwise discharge (i) including any claim or cause of action that cannot legally be waived by private indemnification agreement between the Executive and the Company, including, but not limited toif applicable), any claim for unpaid wagesrights to insurance coverage under the Company’s Directors and Officers insurance policies or other insurance policies, workers’ compensation benefits and any rights under any vested stock option or unemployment benefits; (ii) any claims other vested equity grants executed by the Company or rights the Executive has with respect to any of the items described in the second paragraph of Section 3 of the Settlement Agreement; and (iii) any claim or cause of action to enforce any of Executive’s rights under the Settlement Agreementits Affiliates.
(c) Except as specified in Paragraph 1(b), this Release means that Executive will not bring any claim whatsoever against the Company Released Parties arising out of or associated with Executive’s employment or the termination thereof, and this Release will bar any and all claims, causes of action, and obligations of any kind and nature whatsoever, initiated by Executive, or in which Executive is otherwise named as a party, against the Company Released Parties. Pursuant to this Release, unless excepted in Paragraph 1(b), Executive promises that he will never institute any claim or lawsuit whatsoever against the Company Released Parties for any reason arising out of his employment relationship or the termination thereof. The severance benefits provided under Section 2 of the Settlement Agreement are provided in exchange for Executive’s release and promise not to institute any such claim against the Company Released Parties.
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Executive’s Release. (ai) In exchange for the consideration described in Sections 2 and 3. above, Executive hereby forever releases and discharges the Company and its parents, affiliates, successors successors, and assigns, as well as each of their respective past, its past and present and future officers, directors, shareholders, members, managers, employees, agents agents, attorneys, and representatives shareholders (collectively, the “Company Released Parties”), from any and all claims, charges, complaints, liens, demands, causes of action, obligations, damages damages, and liabilities, known or unknown, suspected or unsuspected, that Executive had, now has, or may hereafter claim to have against the Company Released Parties arising out of or relating in any way to Executive’s employment with, or resignation and termination from, the Company, or otherwise relating to any of the Company Released Parties from the beginning of time to the date Executive signs this Release Effective Date (the “Executive’s Release”).
(b) . Executive’s Release specifically extends to, without limitation, any and all claims or causes of action as an officer, employee or shareholder of the Company or for wrongful termination, breach of an express or implied contract, including, without limitation, the Prior Agreement (as defined in the Settlement Agreement), interference with contractual relationships, breach of the covenant of good faith and fair dealing, breach of fiduciary duty, employment discrimination, including harassment, fraud, misrepresentation, defamation, slander, infliction of emotional distress, disability, loss of future earnings, and any claims under any applicable state, federal federal, or local statutes and regulations, including, but not limited to, the Civil Rights Act of 1964, as amended, the Equal Pay Act of 1963, as amended, the Fair Labor Standards Act, as amended, the Americans with Disabilities Act of 1990, as amended (the “ADA”), the Rehabilitation Act of 1973, as amended, the Age Discrimination in Employment Act, as amended (“ADEA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Worker Adjustment and Retraining Notification Act, as amended (the “WARN Act”), Section 806 of the Xxxxxxxx-Xxxxx Act, the Family and Medical Leave Act, or any other federal or state laws relating to employment or employment discriminationas amended, and any claims for attorneys’ fees the California Family Rights Act, as amended, the California Fair Employment and costsHousing Act, as amended and California Labor Code Section 1400 et seq.; provided, however, that Executive’s this Release does not waive, release or otherwise discharge (i) any claim or cause of action that cannot legally be waived by private agreement between Executive and the Companywaived, including, but not limited to, any claim for unpaid wages, workers’ compensation benefits, unemployment benefits or unemployment benefits; and any claims for indemnification under applicable law.
(ii) any claims For the purpose of implementing a full and complete release, Executive understands and agrees that this Agreement is intended to include all claims, if any, which Executive may have and which Executive does not now know or rights the Executive has with respect suspect to any of the items described exist in the second paragraph of Section 3 of the Settlement Agreement; and (iii) any claim or cause of action to enforce any of Executive’s rights under the Settlement Agreement.
(c) Except as specified in Paragraph 1(b), this Release means that Executive will not bring any claim whatsoever his favor against the Company Released Parties arising out of or associated with Executive’s employment or the termination thereof, and this Release will bar any and all Agreement extinguishes those claims, causes of action, and obligations of any kind and nature whatsoever, initiated by Executive, or in which Executive is otherwise named as a party, against the Company Released Parties. Pursuant to this Release, unless excepted in Paragraph 1(b)Accordingly, Executive promises that he will never institute any claim or lawsuit whatsoever against the Company Released Parties for any reason arising out of his employment relationship or the termination thereof. The severance benefits provided under expressly waives all rights afforded by Section 2 1542 of the Settlement Agreement are provided Civil Code of the State of California (“Section 1542”) and any similar statute or regulation in exchange for Executive’s release and promise not to institute any such claim against the Company Released Parties.other applicable jurisdiction. Section 1542 states as follows:
Appears in 1 contract
Samples: Separation Agreement (Hcp, Inc.)
Executive’s Release. (a) Executive For and in consideration of the payments to be made and the promises set forth in this Agreement, you, for yourself and for your heirs, dependents, executors, administrators, trustees, legal representatives and assigns (collectively referred to as “Releasors”), hereby forever releases release, waive and discharges discharge the Company and its parentsCompany, affiliatesemployee benefit and/or pension plans or funds, insurers, successors and assigns, as well as each and all of its or their respective past, present and and/or future officers, directorstrustees, shareholdersagents, members, managersattorneys, employees, fiduciaries, trustees, administrators and assigns, whether acting as agents and representatives for the Company or in their individual capacities (collectively, the collectively referred to as “Company Released PartiesReleasees”), from any and all claims, charges, complaints, liens, demands, causes of action, obligationsfees and liabilities of any kind whatsoever, damages and liabilities, whether known or unknown, suspected or unsuspected, that Executive which Releasors ever had, now hashave, or hereafter may have against Releasees by reason of any actual or alleged act, omission, transaction, practice, policy, procedure, conduct, occurrence, or other matter up to and including the date of your execution of this Agreement, including without limitation, those in connection with, or in any way related to or arising out of, your employment, service as a director, service as a trustee, service as a fiduciary or termination of any of the foregoing with the Company or any other agreement, understanding, relationship, arrangement, act, omission or occurrence, with the Company or other claims.
b) Without limiting the generality of the foregoing, this Agreement is intended and shall release the Releasees from any and all claims, whether known or unknown, which Releasors ever had, now have, or may hereafter claim to have against the Company Released Parties arising out of or relating in any way to Executive’s employment with, or resignation and termination from, the Company, from the beginning of time to the date Executive signs this Release (the “Executive’s Release”).
(b) Executive’s Release specifically extends to, without limitation, any and all claims or causes of action as an officer, employee or shareholder of the Company or for wrongful termination, breach of an express or implied contract, including, without limitation, the Prior Agreement (as defined in the Settlement Agreement), interference with contractual relationships, breach of the covenant of good faith and fair dealing, breach of fiduciary duty, employment discrimination, including harassment, fraud, misrepresentation, defamation, slander, infliction of emotional distress, disability, loss of future earnings, and any claims under any applicable state, federal or local statutes and regulations, Releasees including, but not limited to, (i) any claim of discrimination or retaliation under the Age Discrimination in Employment Act (“ADEA”) 29 U.S.C. Section 621 et seq., Title VII of the Civil Rights Act of 1964, as amended, the Equal Pay Act of 1963, as amended, the Fair Labor Standards Act, as amended, the Americans with Disabilities Act of 1990, as amended (the “ADA”), the Rehabilitation Act of 1973, as amended, the Age Discrimination in Employment Act, as amended (“ADEA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)excluding claims for accrued, vested benefits under any employee benefit plan of the Worker Adjustment Company in accordance with the terms and Retraining Notification Act, as amended (the “WARN Act”), conditions of such plan and applicable law) or the Family and Medical Leave Act, or any other federal or state laws relating to employment or employment discrimination, and any claims for attorneys’ fees and costs; provided, however, that Executive’s Release does not waive, release or otherwise discharge (iii) any claim under the Florida Civil Rights Act of 1992 (formerly known as the Human Rights Act of 1977), the Florida Equal Pay Law, the Florida Aids Act, the Florida Whistle Blower Law and waivable rights under the Florida Constitution; (iii) any other claim (whether based on federal, state or cause local law or ordinance statutory or decisional) relating to or arising out of action your employment, the terms and conditions of such employment, the termination of such employment and/or any of the events relating directly or indirectly to or surrounding the termination of such employment, and/or any of the events relating directly or indirectly to or surrounding the termination of that cannot legally be waived by private agreement between Executive and the Companyemployment, including, but not limited tolimited, breach of contract (express or implied), tort, wrongful discharge, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; and (iv) any claim for unpaid wagesattorney’s fees, workers’ compensation benefits costs, disbursements and the like.
c) You agree that you will not, from any source or unemployment benefits; (ii) proceeding, seek or accept any claims award or rights the Executive has settlement with respect to any of the items described in the second paragraph of Section 3 of the Settlement Agreement; and (iii) any claim or cause of action to enforce right covered by Section 9(a) or (b) above, including, without limitation, any of Executive’s rights under source or proceeding involving any person or entity, the Settlement Agreement.
(c) United States Equal Employment Opportunity Commission or other similar federal or state agency. Except as specified otherwise required by law, you further agree that you will not, at any time hereafter, commence, maintain, prosecute, participate in Paragraph 1(b), this Release means that Executive will not bring any claim whatsoever against the Company Released Parties arising out of or associated with Executive’s employment or the termination thereof, and this Release will bar any and all claims, causes of action, and obligations of any kind and nature whatsoever, initiated by Executive, or in which Executive is otherwise named as a party, against permit to be filed by any other person on your behalf (to the Company Released Parties. Pursuant to this Release, unless excepted in Paragraph 1(bextent it is within your control or permitted by law), Executive promises that he will never institute or assist in the commencement or prosecution of as an advisor, witness (unless compelled by legal process or court order) or otherwise, any claim action or lawsuit whatsoever proceeding of any kind, judicial or administrative (on your own behalf, on behalf of any other person and/or on behalf of or as a member of any alleged class of persons) in any court, agency, investigative or administrative body against any Releasee with respect to any actual or alleged act, omission, transaction, practice, conduct, occurrence or any other matter up to and including the Company Released Parties for any reason arising out date of his employment relationship your execution of this Agreement which you released pursuant to Section 9(a) or the termination thereof(b) above. The severance benefits provided under Section 2 You further represent that, as of the Settlement Agreement date you sign this Agreement, you have not taken any action encompassed by this Section 9(c). If, notwithstanding the foregoing promises, you violate this Section 9(c), you will indemnify and hold harmless Releasees from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and attorneys’ fees and other expenses which result from, or are incidents to, such violation. Notwithstanding anything herein to the contrary, this Section 9(c) shall not apply to any claims that you may have under the ADEA and shall not apply to the portion of the release provided for in exchange for Executive’s release and promise not Section 9(a) or (b) relating to institute any such claim against the Company Released PartiesADEA.
Appears in 1 contract
Executive’s Release. (ai) In exchange for the consideration described in Sections 2 and 3 above and other terms, representations, waivers and releases in this Agreement, Executive hereby forever releases and discharges the Company and its parents, affiliates, successors successors, and assigns, as well as each of their respective past, its past and present and future officers, directors, shareholders, members, managers, employees, agents agents, attorneys, and representatives shareholders (collectively, the “Company Released Parties”), from any and all claims, charges, complaints, liens, demands, causes of action, obligations, damages damages, and liabilities, known or unknown, suspected or unsuspected, that Executive had, now has, or may hereafter claim to have against the Company Released Parties arising out of or relating in any way to Executive’s employment with, or resignation and termination from, the Company, or otherwise relating to any of the Company Released Parties from the beginning of time to the date Executive signs this Release Effective Date (the “Executive’s Release”).
(b) . Executive’s Release specifically extends to, without limitation, any and all claims or causes of action as an officer, employee or shareholder of the Company or for wrongful termination, breach of an express or implied contract, including, without limitation, the Prior Agreement (as defined in the Settlement Agreement), interference with contractual relationships, breach of the covenant of good faith and fair dealing, breach of fiduciary duty, employment discrimination, including harassment, fraud, misrepresentation, defamation, slander, infliction of emotional distress, disability, loss of future earnings, and any claims under any applicable state, federal federal, or local statutes and regulations, including, but not limited to, the Civil Rights Act of 1964, as amended, the Equal Pay Act of 1963, as amended, the Fair Labor Standards Act, as amended, the Americans with Disabilities Act of 1990, as amended (the “ADA”), the Rehabilitation Act of 1973, as amended, the Age Discrimination in Employment Act, as amended (“ADEA”), as amended, the Older Workers Benefit Protection Act, as amended, the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Worker Adjustment and Retraining Notification Act, as amended (the “WARN Act”), Section 806 of the Sxxxxxxx-Xxxxx Act, the Family and Medical Leave Act, or any other federal or state laws relating to employment or employment discriminationas amended, and any claims for attorneys’ fees the California Family Rights Act, as amended, the California Fair Employment and costsHousing Act, as amended and California Labor Code Section 1400 et seq.; provided, however, that Executive’s this Release does not waive, release or otherwise discharge (i) any claim or cause of action that cannot legally be waived by private agreement between Executive and the Companywaived, including, but not limited to, any claim for unpaid wages, workers’ compensation benefits, unemployment benefits or unemployment benefits; and any claims for indemnification under applicable law.
(ii) any claims For the purpose of implementing a full and complete release, Executive understands and agrees that this Agreement is intended to include all claims, if any, which Executive may have and which Executive does not now know or rights the Executive has with respect suspect to any of the items described exist in the second paragraph of Section 3 of the Settlement Agreement; and (iii) any claim or cause of action to enforce any of Executive’s rights under the Settlement Agreement.
(c) Except as specified in Paragraph 1(b), this Release means that Executive will not bring any claim whatsoever his favor against the Company Released Parties arising out of or associated with Executive’s employment or the termination thereof, and this Release will bar any and all Agreement extinguishes those claims, causes of action, and obligations of any kind and nature whatsoever, initiated by Executive, or in which Executive is otherwise named as a party, against the Company Released Parties. Pursuant to this Release, unless excepted in Paragraph 1(b)Accordingly, Executive promises that he will never institute any claim or lawsuit whatsoever against the Company Released Parties for any reason arising out of his employment relationship or the termination thereof. The severance benefits provided under expressly waives all rights afforded by Section 2 1542 of the Settlement Agreement are provided Civil Code of the State of California (“Section 1542”) and any similar statute or regulation in exchange for Executive’s release and promise not to institute any such claim against the Company Released Parties.other applicable jurisdiction. Section 1542 states as follows:
Appears in 1 contract
Samples: Separation Agreement (Hcp, Inc.)
Executive’s Release. (a) Executive For and in consideration of the payments to be made and the promises set forth in this Agreement, you, for yourself and for your heirs, dependents, executors, administrators, trustees, legal representatives and assigns (collectively referred to as “Releasors”), hereby forever releases release, waive and discharges discharge the Company and its parentsCompany, affiliatesemployee benefit and/or pension plans or funds, insurers, successors and assigns, as well as each and all of its or their respective past, present and and/or future officers, directorstrustees, shareholdersagents, members, managersattorneys, employees, fiduciaries, trustees, administrators and assigns, whether acting as agents and representatives for the Company or in their individual capacities (collectively, the collectively referred to as “Company Released PartiesReleasees”), from any and all claims, charges, complaints, liens, demands, causes of action, obligationsfees and liabilities of any kind whatsoever, damages and liabilities, whether known or unknown, suspected or unsuspected, that Executive which Releasors ever had, now hashave, or hereafter may have against Releasees by reason of any actual or alleged act, omission, transaction, practice, policy, procedure, conduct, occurrence, or other matter up to and including the date of your execution of this Agreement, including without limitation, those in connection with, or in any way related to or arising out of, your employment, service as a director, service as a trustee, service as a fiduciary or termination of any of the foregoing with the Company or any other agreement, understanding, relationship, arrangement, act, omission or occurrence, with the Company or other claims.
b) Without limiting the generality of the foregoing, this Agreement is intended and shall release the Releasees from any and all claims, whether known or unknown, which Releasors ever had, now have, or may hereafter claim to have against the Company Released Parties arising out of or relating in any way to Executive’s employment with, or resignation and termination from, the Company, from the beginning of time to the date Executive signs this Release (the “Executive’s Release”).
(b) Executive’s Release specifically extends to, without limitation, any and all claims or causes of action as an officer, employee or shareholder of the Company or for wrongful termination, breach of an express or implied contract, including, without limitation, the Prior Agreement (as defined in the Settlement Agreement), interference with contractual relationships, breach of the covenant of good faith and fair dealing, breach of fiduciary duty, employment discrimination, including harassment, fraud, misrepresentation, defamation, slander, infliction of emotional distress, disability, loss of future earnings, and any claims under any applicable state, federal or local statutes and regulations, Releasees including, but not limited to, (i) any claim of discrimination or retaliation under the Age Discrimination in Employment Act (“ADEA”) 29 U.S.C. Section 621 et seq., Title VII of the Civil Rights Act of 1964, as amended, the Equal Pay Act of 1963, as amended, the Fair Labor Standards Act, as amended, the Americans with Disabilities Act of 1990, as amended (the “ADA”), the Rehabilitation Act of 1973, as amended, the Age Discrimination in Employment Act, as amended (“ADEA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)excluding claims for accrued, vested benefits under any employee benefit plan of the Worker Adjustment Company in accordance with the Xxxxx X. Xxxxxxxxx February 26, 2007 Page 6 of 10 terms and Retraining Notification Act, as amended (the “WARN Act”), conditions of such plan and applicable law) or the Family and Medical Leave Act, or any other federal or state laws relating to employment or employment discrimination, and any claims for attorneys’ fees and costs; provided, however, that Executive’s Release does not waive, release or otherwise discharge (iii) any claim under the Florida Civil Rights Act of 1992 (formerly known as the Human Rights Act of 1977), the Florida Equal Pay Law, the Florida Aids Act, the Florida Whistle Blower Law and waivable rights under the Florida Constitution; (iii) any other claim (whether based on federal, state or cause local law or ordinance statutory or decisional) relating to or arising out of action your employment, the terms and conditions of such employment, the termination of such employment and/or any of the events relating directly or indirectly to or surrounding the termination of such employment, and/or any of the events relating directly or indirectly to or surrounding the termination of that cannot legally be waived by private agreement between Executive and the Companyemployment, including, but not limited tolimited, breach of contract (express or implied), tort, wrongful discharge, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; and (iv) any claim for unpaid wagesattorney’s fees, workers’ compensation benefits costs, disbursements and the like.
c) You agree that you will not, from any source or unemployment benefits; (ii) proceeding, seek or accept any claims award or rights the Executive has settlement with respect to any of the items described in the second paragraph of Section 3 of the Settlement Agreement; and (iii) any claim or cause of action to enforce right covered by Section 9(a) or (b) above, including, without limitation, any of Executive’s rights under source or proceeding involving any person or entity, the Settlement Agreement.
(c) United States Equal Employment Opportunity Commission or other similar federal or state agency. Except as specified otherwise required by law, you further agree that you will not, at any time hereafter, commence, maintain, prosecute, participate in Paragraph 1(b), this Release means that Executive will not bring any claim whatsoever against the Company Released Parties arising out of or associated with Executive’s employment or the termination thereof, and this Release will bar any and all claims, causes of action, and obligations of any kind and nature whatsoever, initiated by Executive, or in which Executive is otherwise named as a party, against permit to be filed by any other person on your behalf (to the Company Released Parties. Pursuant to this Release, unless excepted in Paragraph 1(bextent it is within your control or permitted by law), Executive promises that he will never institute or assist in the commencement or prosecution of as an advisor, witness (unless compelled by legal process or court order) or otherwise, any claim action or lawsuit whatsoever proceeding of any kind, judicial or administrative (on your own behalf, on behalf of any other person and/or on behalf of or as a member of any alleged class of persons) in any court, agency, investigative or administrative body against any Releasee with respect to any actual or alleged act, omission, transaction, practice, conduct, occurrence or any other matter up to and including the Company Released Parties for any reason arising out date of his employment relationship your execution of this Agreement which you released pursuant to Section 9(a) or the termination thereof(b) above. The severance benefits provided under Section 2 You further represent that, as of the Settlement Agreement date you sign this Agreement, you have not taken any action encompassed by this Section 9(c). If, notwithstanding the foregoing promises, you violate this Section 9(c), you will indemnify and hold harmless Releasees from and against any and all demands, assessments, judgments, costs, damages, losses and liabilities and attorneys’ fees and other expenses which result from, or are incidents to, such violation. Notwithstanding anything herein to the contrary, this Section 9(c) shall not apply to any claims that you may have under the ADEA and shall not apply to the portion of the release provided for in exchange for Executive’s release and promise not Section 9(a) or (b) relating to institute any such claim against the Company Released PartiesADEA.
Appears in 1 contract
Executive’s Release. (ai) In exchange for the consideration described in Sections 2 and 3 above, Executive hereby forever releases and discharges the Company and its parents, affiliates, successors successors, and assigns, as well as each of their respective past, its past and present and future officers, directors, shareholders, members, managers, employees, agents agents, attorneys, and representatives shareholders (collectively, the “Company Released Parties”), from any and all claims, charges, complaints, liens, demands, causes of action, obligations, damages damages, and liabilities, known or unknown, suspected or unsuspected, that Executive had, now has, or may hereafter claim to have against the Company Released Parties arising out of or relating in any way to Executive’s employment with, or resignation and termination from, the Company, or otherwise relating to any of the Company Released Parties from the beginning of time to the date Executive signs this Release Effective Date (the “Executive’s Release”).
(b) . Executive’s Release specifically extends to, without limitation, any and all claims or causes of action as an officer, employee or shareholder of the Company or for wrongful termination, breach of an express or implied contract, including, without limitation, the Prior Agreement (as defined in the Settlement Agreement), interference with contractual relationships, breach of the covenant of good faith and fair dealing, breach of fiduciary duty, employment discrimination, including harassment, fraud, misrepresentation, defamation, slander, infliction of emotional distress, disability, loss of future earnings, and any claims under any applicable state, federal federal, or local statutes and regulations, including, but not limited to, the Civil Rights Act of 1964, as amended, the Equal Pay Act of 1963, as amended, the Fair Labor Standards Act, as amended, the Americans with Disabilities Act of 1990, as amended (the “ADA”), the Rehabilitation Act of 1973, as amended, the Age Discrimination in Employment Act, as amended (“ADEA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Worker Adjustment and Retraining Notification Act, as amended (the “WARN Act”), Section 806 of the Xxxxxxxx-Xxxxx Act, the Xxxx-Xxxxx Act, the Family and Medical Leave Act, or any other federal or state laws relating to employment or employment discriminationas amended, and any claims for attorneys’ fees the California Family Rights Act, as amended, the California Fair Employment and costsHousing Act, as amended and California Labor Code Section 1400 et seq.; provided, however, that Executive’s this Release does not waive, release or otherwise discharge (i) any claim or cause of action arising from a breach by the Company of this Agreement or that cannot legally be waived by private agreement between Executive and the Companywaived, including, but not limited to, any claim for unpaid wages, workers’ compensation benefits, unemployment benefits and any claims for indemnification under applicable law or unemployment benefits; the Indemnification Agreement (defined in Section 10, below).
(ii) any claims For the purpose of implementing a full and complete release, Executive understands and agrees that this Agreement is intended to include all claims, if any, which Executive may have and which Executive does not now know or rights the Executive has with respect suspect to any of the items described exist in the second paragraph of Section 3 of the Settlement Agreement; and (iii) any claim or cause of action to enforce any of Executive’s rights under the Settlement Agreement.
(c) Except as specified in Paragraph 1(b), this Release means that Executive will not bring any claim whatsoever her favor against the Company Released Parties arising out of or associated with Executive’s employment or the termination thereof, and this Release will bar any and all Agreement extinguishes those claims, causes of action, and obligations of any kind and nature whatsoever, initiated by Executive, or in which Executive is otherwise named as a party, against the Company Released Parties. Pursuant to this Release, unless excepted in Paragraph 1(b)Accordingly, Executive promises that he will never institute any claim or lawsuit whatsoever against the Company Released Parties for any reason arising out of his employment relationship or the termination thereof. The severance benefits provided under expressly waives all rights afforded by Section 2 1542 of the Settlement Agreement are provided Civil Code of the State of California (“Section 1542”) and any similar statute or regulation in exchange for Executive’s release and promise not to institute any such claim against the Company Released Parties.other applicable jurisdiction. Section 1542 states as follows:
Appears in 1 contract
Samples: Separation and General Release Agreement (Hcp, Inc.)
Executive’s Release. (a) Executive acknowledges that the payments under paragraph 6(a) of the Employment Agreement are in excess of what he would otherwise be entitled to receive, and hereby forever releases releases, on behalf of himself and discharges his dependents, heirs, administrators, agents, executors, successors and assigns ("Executive Releasees"), the Company and each of the its parentssubsidiaries, their affiliates, successors officers and assigns, as well as each of their respective past, present and future officers, directors, shareholders, members, managers, employees, agents and representatives directors (collectively, the “"Company Released Parties”), Releasees") from and against any and all claims, charges, complaints, liens, demands, causes of action, obligationsdamages, damages expenses and liabilities, whether now known or unknown, suspected or unsuspected, that Executive had, which he now has, has or may hereafter claim to later have against the Company Released Parties Releasees arising out of of, or relating in to, his employment with the Company or any way to Executive’s employment withaffiliate, or resignation and the termination fromthereof, the Company, from the beginning of time on or prior to the date Executive signs this Release Effective Date (the “Executive’s Release”a "Released Claim").
(b) Executive’s Release specifically extends to, including, without limitation, any and all claims or causes under Title VII of action as an officer, employee or shareholder of the Company or for wrongful termination, breach of an express or implied contract, including, without limitation, the Prior Agreement (as defined in the Settlement Agreement), interference with contractual relationships, breach of the covenant of good faith and fair dealing, breach of fiduciary duty, employment discrimination, including harassment, fraud, misrepresentation, defamation, slander, infliction of emotional distress, disability, loss of future earnings, and any claims under any applicable state, federal or local statutes and regulations, including, but not limited to, the Civil Rights Act of 1964, as amended, the Equal Pay Act of 1963, as amended, the Fair Labor Standards Act, as amended, the Americans with Disabilities Act of 1990, as amended (the “ADA”)Civil Rights Act of 1991, the Rehabilitation Act of 1973Reconstruction Era Civil Rights Act, as amended, the Age Discrimination in Employment Family and Medical Leave Act of 1993, the Worker Adjustment and Retraining Act, as amended (“ADEA”), the Employee Retirement Income Security Act of 1974, as amended amended, the Fair Labor Standards Act, the United States Constitution, the Constitution of the State of New Jersey and/or any and all other local, state or federal statute, law, order, rule, regulation or ordinance (“ERISA”including but not limited to labor, employment, benefit or wage matters), and/or any and all contract or tort claims. Anything to the Worker Adjustment contrary notwithstanding in the Employment Agreement or this Agreement and Retraining Notification ActRelease, as amended (the “WARN Act”), the Family and Medical Leave Act, or nothing herein shall release any other federal or state laws relating to employment or employment discrimination, and Company Releasee from any claims for attorneys’ fees and costs; provided, however, that Executive’s Release does not waive, release or otherwise discharge damages based on (i) any right Executive may have to enforce this Agreement and Release or the Employment Agreement, (ii) any right or claim or cause of action that arises after the Effective Date, (iii) any claim that cannot legally be waived by private agreement between Executive and the Companylaw, including, but not limited to, any claim right to file for unpaid wagesunemployment insurance, workers’ compensation (iv) any right Executive may have to benefits or unemployment benefits; entitlements under any applicable plan, agreement, program, award, policy or arrangement of the Company, (iiv) Executive's eligibility for indemnification in accordance with applicable laws or the certificate of incorporation or by-laws of the Company or any claims affiliate or rights the Executive has any applicable insurance policy, with respect to any liability Executive incurs or incurred as an employee or officer (or as a director, if applicable) of the items described Company or any affiliate or (vi) any right Executive may have to obtain contribution as permitted by law in the second paragraph event of Section 3 entry of judgment against Executive as a result of any act or failure to act for which Executive and the Settlement Agreement; Company are jointly liable.
(b) In signing this Agreement and (iii) Release, Executive represents that he has not filed any claim or cause of action Released Claim against the Company Releasees and hereby covenants not to enforce file any of Executive’s rights under such Released Claim. Except to the Settlement Agreementextent prohibited by law, Executive further agrees that, in the event any Released Claim is brought by a governmental agency against the Company, this Agreement and Release shall serve as a complete defense to such Claim.
(c) Except as specified in Paragraph 1(b)Executive confirms that he has reviewed this Agreement and Release and the conditions relating to his termination of employment with the Company with counsel. Executive understands that he has 10 business days after the Effective Date to revoke his agreement to this Agreement and Release but that, if he does not take such action within the aforesaid 10 business-day period, this Agreement and Release means shall be irrevocable, valid and binding upon him. Executive further acknowledges that Executive will not bring any claim whatsoever against in order to receive payments under paragraph 6(a) of the Company Released Parties arising out of or associated with Executive’s employment or the termination thereof, and Employment Agreement (a) this Release will bar must be executed and (b) Executive must not have taken any action to revoke this Agreement and all claims, causes of action, and obligations of any kind and nature whatsoever, initiated by Executive, or in which Executive is otherwise named as a party, against Release within the Company Released Parties. Pursuant to this Release, unless excepted in Paragraph 1(b), Executive promises that he will never institute any claim or lawsuit whatsoever against 10 business days after the Company Released Parties for any reason arising out of his employment relationship or the termination thereof. The severance benefits provided under Section 2 of the Settlement Agreement are provided in exchange for Executive’s release and promise not to institute any such claim against the Company Released PartiesEffective Date.
Appears in 1 contract
Samples: Employment Agreement (Alpharma Inc)
